Memento Mori
by Zoey Overbeck
Summary: Alternate Ending to Season 4 in my vision. It seems like things never end up well for the Lyoko Warriors, now does it? Waldo's dream is realized when Aelita activates Project Genesis, a program meant for a birth of a new world- a world without danger.
1. Volume I

**AN:** Code Lyoko belongs to the Moonscoop Corporation. This story was intended to be my very last published (not stories updated, mind you- I still will update the stories I already have published) story on this category of fan fiction and to be partly how I envisioned how Code Lyoko should have ended.

This is a song fic on Herman Martin's Animation game showreel. It does not, however, violate the rules of this site because there aren't any lyrics to the song (an ingenious way to bypass the restriction on posting lyrics in stories here). The parts in this story do not indicate when the songs change; it merely serves as scarcely worded summaries. Yes, this story is very wordy- bear with me, and if constantly staring at a screen starts to hurt your eyes, switch your background color for reading fan fiction to the "dark" setting. It's much more tolerable that way.

Characters are somewhat OOC here, but not to the point where it's just dripping with Mary Sueism/Gary Stuism.

Planning and writing for this story has stemmed back from my vacation in California this August. The first version (most of part 1) was written from 3-5 in the morning one day, after a sudden burst of inspiration.

This story was co-written and beta-read by Beriothien Nenharma. Additional reviewers on the beta/abridged version of this story: Aelita, Aelita Schaeffer, Jeremie Belpois, Aelita Hopper, and Spirit of Code Lyoko from the Code: WIKI forum.

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><p><strong>Memento Mori<strong>

**[Part 1: Genesis]**

The dull orange-yellow sun peeked over the multiple lush, grassy hills to shine its first rays upon France. The country's inhabitants still slumbered within their homes, blissfully unaware that at any given moment, if a group of five teenagers were to lose against a mighty Artificial Intelligence program dubbed XANA, their lives would be forfeit.

At the moment, one of the teenagers, the unspoken leader of the group of misfits he had come to know and love, typed away furiously on his desktop computer. A pink purse adorned with flowers lay on his normally obstruction-free floor, partially hidden under the impressive amount of papers strewn about the carpeting. Most of them were ideas for new codes that were undecipherable to anyone other than a seasoned programming expert.

The blonde that had been sitting quite stiffly in his swiveling chair paused, stretching his arms and legs as far as they would allow before emitting a loud yawn. Almost instantly he flinched, remembering his guest. Cautiously, he inched the chair backwards before turning around to face the room's only other occupant, slightly smiling as he observed her.

To outsiders casually spectating the two, it would have appeared to them that a certain boy named Jeremie Belpois had taken in a young stranger- Aelita Schaeffer to a few select people and Aelita Stones to everybody else- and was slowly nursing her back to health after a bizarre and unforeseen event in a random act of goodwill. Those within the group, however, knew that something more sinister was at work. This time, the malevolent, rogue program had managed to drastically and irreversibly alter the life point and re-materialization programs, allowing most damage taken by the Lyoko Warriors' virtual avatars to be transferred to their human bodies, with the exception of superficial damage from the weaker lasers of lesser monsters, such as the Kankrelats, being minor burns- but even those would heal easily.

Aelita had, unfortunately, been the first one to find out after receiving a rather nasty parting shot from the possessed William after she disabled the activated tower. She emerged from the scanner, clutching her abdomen as it bled profusely and nursing a long, deep cut that stretched from one side of her stomach to the other. Luckily, a trip back in time had healed the gash completely and reversed the chaos created by XANA's latest attack in the process. However, Aelita was rendered unconscious for an unexplained reason, leading Jeremie to perform a detailed check on the Return to the Past program's coding.

Offering to keep watch over the pink haired beauty, Jeremie had laid her on his often unused bed; so far, no change was reported- the return trip had all but drained what little energy the warriors had left after the battle, and Aelita still hadn't woken up yet or even given a sign that she was still alive other than her slow, steady breathing and pulse. The question of why she was left in this condition even after the return to the past was still unanswerable, but Jeremie still blamed himself for something that was out of his reach. He was the group's 'master control', warning them of incoming monsters or dangers to their well-being and watching over the systems of Lyoko for the same. He had to make sure that all of them returned to Earth safe and sound.

Sighing resignedly, Jeremie turned back to the innumerable amounts of coded instructions, trying to surmise the last programmable lines of code to complete Project Genesis, a program destined to develop into a living nightmare for a certain pesky AI. In the meantime, he busied himself by creating a minor regeneration program for his friends in case XANA decided to temporarily forget about finding Waldo Schaeffer and instead occupy his time by concentrating his efforts on maintaining his activated tower. He could, of course, create a stronger regeneration program that would heal his team faster and with greater efficiency, but the little borrowed time he had did not allow him such a luxury.

Massaging his temples, the boy genius groaned.

'You can't protect them forever, you idiot.' he chided himself, curling his hands into fists subconsciously. 'Especially her... Even with this little program, it won't prevent them from sustaining damage in the real world once they devirtualize! Why can't I find a way to reverse the damage XANA's done to the devirtualization program!'

Sheets crinkled loudly, and Jeremie whirled around, only to be greeted with soft green eyes clouded over with sleep and the sight of his bedraggled girlfriend.

"Uh... good morning?" Jeremie greeted awkwardly, suddenly self-conscious about his own ragged appearance. "I'm just trying to fill in the spaces in Project Genesis'-"  
>"Space?" Aelita intoned, staring stupidly at the blonde and trying her best to focus her eyes on him. "What is space?" she slurred, promptly collapsing back onto the bed and falling into a deep sleep before the poor teenager had a chance to respond.<p>

Meanwhile, in the fifth sector, a Manta unique to others of its kind emerged from the outer wall of Sector 5 and floated silently, observing Lyoko. The dark, shadowed form of William Dunbar, who usually stood on the monster's back and clutched the smoke reins, was strangely absent. The Manta gracefully flew around the blue sphere before entering the depths of the digital abode, immediately sensing the cold, calculating presence in the air that could belong to no other inhabitant of this virtual world except for its King, XANA.

XANA never took a form on Lyoko with the exception of the exertion of a strong influence upon the monsters he created or the unfortunate victims he possessed. He preferred it that way; the flesh of his human victims and monsters would serve mostly as a shield from any harm that should come his way. While the specters- phantasmal fractions of his being combined with the influence of his will- would receive damage, he would not be harmed in any form, at least in most situations. Although he did not like to admit it, there were a few bothersome spots where he could be easily injured or disabled, along with a pesky Achilles heel he definitely didn't want the warriors to know about.

William sat in a corner, blankly staring at a bright blue column that composed the semi-large room. When he was not needed by XANA at the moment, he had recently taken up passively sitting in one spot and trying his darnedest to concentrate fully on the flashbacks he experienced during a fight with the geisha warrior and piece the short, fuzzy memories together. It was difficult, mainly because he doubted he had had a life before his servitude to a mad AI hell bent on world domination. Plus, it wasn't as if XANA usually ignored him all day, he was forced to go out and do numerous menial tasks that served no purpose. XANA was everywhere- in his head, in Lyoko, in the innumerable monsters he crafted, in the real world, and even in the digital sea.

Why was he fighting five kids even though he personally bore no ill will or any sort of animosity towards them? Why was his master intent on killing them and practically coercing him to do the dirty work? Where was he in this strange new world? Who was he?

'I... am... William... Dunbar' he mused to himself, drawing his legs closer to his body and smiling lightly in glee when the pieces started to come together. 'Yes... I remember that my name is... William... ...They... my challengers called me William... XANA calls me William... so I must be William, then. I like... sunshine and pretty pink ponies... rainbows and birds and the color blue. ...What are sunshine, ponies, rainbows and birds, anyway? I hate the color blue. There's too much blue here. ...Maybe I'll take up liking the color pink and frolicking in flowers and... ...Wait, what flowers? Are there flowers here on Lyoko?'

Not a single thought was hidden from the Artificial Intelligence as the program invaded his systems, scrutinizing his brainwaves almost every second for any chance that he might regain control of his mind. It was a sickening experience, XANA constantly probing his thoughts and forcing him into submission by means of brute force then dousing him with propaganda until he was nothing more than a walking, talking puppet. Sometimes, however, he deliberately thought of nonsense, just to completely annoy the nettlesome AI into thinking his intellect was decently suppressed from information outside of the daily propaganda he was forcibly fed.

XANA busied himself by observing endless streams of data and making notes on them, formulating his latest scheme against the five children that constantly opposed him no matter how many times he threatened their lives. At the moment, Franz Hopper, also known as Waldo Franz Schaeffer, was the only thing that could truly come in between him and the goal of ridding the world of the parasitical race of humanity. It was simple: eliminate his creator, and then claim his sibling's life as well when she mourned the death of her father. Without her, the Lyoko Warriors are unable deactivate the towers, and would then be forced to concede to his will.

Earlier, he had noted that Jeremie was working on a new program of his, but the rogue program couldn't break through the tactical planner's numerous, complex firewalls. Sensing that it was a Multi-agent program quite like itself evoked its curiosity. Angered and desperately trying to find out what it was after countless efforts to steal the data, he pacified himself with the knowledge that Jeremie couldn't figure out the last code combinations and the fact that the damage he had done to the life point and devirtualization system was practically irreversible and would take months to properly eradicate.

The AI sensed the boy thinking outside the set parameters again, and XANA glared at the teenager's form. Though his numerous examinations of the adolescent's mind had made bothersome twit somewhat senile, the teen still always brooded over the possibility of his past life and never ceased thinking about it when he was not fully under his control. Curse that geisha warrior, Yumi Ishiyama, and curse the other Lyoko Warriors as well! XANA snarled angrily and mustered up his powers before shooting towards the boy.

William's eyes widened and he felt his muscles tense as a chillingly cold sensation pierced through his heart. His body was on fire, the pain stemming from XANA's forced entrance into his body would never fail to remind him how helpless he was against the maniacal AI. His eyes rolled into the back of his head, and from his gaping mouth came the most dreadful tortured screams ever to not be heard. Gurgled moans of anguish were choked from his throat as his hands clawed at their owner's virtual hair while the AI enforced his control over the boy.

Thoughts flew wildly in William's head as the embodiment of William's resolve clashed with XANA's mentality. Feelings of hatred towards the Lyoko Warriors bubbled within the cauldron of William's mind, stirred and-

'It's their fault...' XANA whispered soothingly in William's head, 'The hurt will go away if they cease to exist… Of course, I can always spare the Ishiyama girl if you prove yourself useful…'  
>"Get out." William ordered, grimacing in anguish.<br>'Poor, poor William.' XANA responded, not in his voice, but the voice of a certain Japanese girl the sixteen year old had come to know and love, 'Always last in everything and one to pitied...' XANA sneered, feeling the teenager hesitate after his impersonation and pressed on. 'It figures you'd be second to Ulrich…'  
>William's eyes widened, "Liar!" he declared, sensing the shreds of his pride and dignity stripped away with every venomous word uttered by the cheating filth.<br>'Oh, but it's the truth, William.' "Yumi" scoffed 'Can't you see it when it's right in front of you? Don't you know how much easier it would be without you around?'  
>"Shut up!" William roared.<br>'I never loved you. You were, and still are, a complete loser that can't sleep at night without his favorite stuffed teddy bear, a nightlight, and your thumb in your mouth. You're a baby. Why don't you leave me alone? You're not one of us. Snivel at your master's feet and hide behind someone else, like you've always done. You're not even worth a second of my time...'

With an inhuman howl, William collapsed upon the floor on all fours, fighting with every ounce of will in his body to resist the dreaded pain, the all consuming darkness that threatened to overcome his entire being. XANA pushed equally as hard to fight for control of William's body, deftly outmaneuvering the teenager's futile attempts to resist his control. William growled loudly, clutching his head tightly and shaking it back and forth slowly, feeling his control slip with every passing second. With a final grunt, the dark haired boy collapsed onto the ground, panting heavily.

The newly repossessed William slowly picked himself off of the ground and scowled at his surroundings as well as at the Manta that was patiently floating in the air above, waiting for him. Then, an unexpected, sick grin crept across William's visage, and the controlled child levitated a foot from the floor and stretched his arms out forward.

XANA had a surprising amount of power, thanks to the replicas of Lyoko the mad program made from the source codes hidden within Waldo and Aelita's keys of Lyoko. It had already displayed a fraction of what he was capable of by creating a behemoth-like monster and easily wiping out Aelita and Ulrich with one fell swipe of its sword-hand. Concentrating its power, it located one tower ripe and easy for the picking.

In the mountain sector, the way tower's aura changed from a soothing light blue to a bright, angry red. Droves of monsters materialized out of thin air and fell towards the ground like rain, immediately positioning themselves protectively around the tower. XANA then easily manipulated programs from within the tower itself and soon, all other uninfected towers on Lyoko were galvanized into action on his behalf. It was overkill, but these kids had halted his progress for far too long on the absolute annihilation of the human population.

…And out of the digital sea, the water sloshed violently in a large, vacant site before a head imprinted with the terror-inducing symbol and crowned with branch-like matter rose, born from within the digital void.

William's grin inexplicably grew wider. It was done. He was ready for the final assault.

The XANA symbol on the possessed adolescent flashed once, glowing white sinisterly as XANA's raw power coursed through the teen's veins. With an astounding leap of incredible execution, he landed on the Manta's back, summoning his smoke reins and riding triumphantly to battle.

It started with Lyoko. It will end with Lyoko.

Hordes of polymorphic specters discretely oozed out of electrical outlets in the real world in dark waves, seeking out their assigned targets. This was the beginning of the end.

**[Part 2: TAAAAAAANK!]**

Aelita dashed through the empty corridors of the sewer, eyes tightly shut as she barreled down the sewer walkway, hoping to run fast enough to get away. The waterways flew by her as she continued to dash by, a throbbing pain began to set in her legs, but she ignored it as she kept running. A light was at the end of the tunnel, and Aelita sensed it even with her eyes closed and opened them, squinting her eyes a little from the sudden bright light. Though the end itself was covered by iron bars, it signaled the end of the tunnel, and ultimately the exit or the entrance to the sewers, where she could escape from this place before he came. The twenty four year old Aelita was panting happily as she reached it, her smile slowly sliding into a frown as her husband suddenly leapt from the dirty sewer water on all fours, both of his eyes having the accursed mark of XANA replacing the soft, blue pupils she longed to see.

"Going somewhere, _Princess_?" he taunted in a darker voice, relishing the look of fear in her eyes.

He grinned evilly and started advancing towards Aelita, the latter giving a small squeal of fear and starting to run back to the factory. XANA-Jeremie paid it no mind; he knew that he would get her alone somehow someday, and that his "destruction" was no more than a minor inconvenience to him. All it took was several years to bide his time and trick them into thinking he was dead, all while he was on another server in another supercomputer in the world, easily evading their virus scanning system as they searched for the mysterious program drawing memory and power from the rest of the computer.

Aelita was heavily panting as she cried out for help, even though it was futile. She silently cursed herself for being so easily tricked into going to the factory once more; even though they had shut it down nearly ten years ago. Everything was just starting out great, too. She had a stable job in technology after majoring in the technological sector. When she got the mysterious message from her husband, Jeremie, she thought it was just another job he needed her to help him with- namely dismantling the supercomputer once and for all. However, when she had got to the factory, she found out that XANA did indeed survive the Multi Agent program, and now possessed her husband.

Aelita let another squeal of fright as she saw Jeremie casually catching up to her, with little or no effort at all. Aelita would have expected him to shoot lightening or some form of electricity at her by now to catch her off guard, stun and capture her, or even kill her, but here they were, playing the cat and mouse game. She started running to the factory, trying to be as quiet as possible while she ran, though to her dismay, her boots still made sounds on the cold concrete. The sounds of her XANAfied husband lessened though, and the thought of him losing track of where she was excited her, though she was careful not to make loud sounds still. XANA was still as big as a threat as it was years ago, and she was sure he was somewhere on the ceiling, watching her every move and silently stalking her, much like a predator does to its prey before the kill.

Aelita squirmed through the sewer entrance after climbing the ladder, looking in despair at the factory. She cautiously made her way over to the entrance of the dilapidated building, sliding down the rope as warily as she could in order to avoid having it suddenly snap and send her plummeting to a merciless landing on the cold floor. Her eyes flitting over the factory floor, she decided to go into the corridor, just in case XANA wanted her to be trapped in the elevator. She crept over to the corridor's entrance, shooting glances around the room to see if her possessed husband was still following her. Something inside of her told her that the factory wasn't as safe and empty as it seemed and Aelita silently agreed.

There was nothing alive in the corridor, and she continued to walk, past the boiler room, past the machines that still looked as threatening as ever as the sharp metal dully reflected the light, glinting in the gloom of the factory. Aelita snuck past the corridor connecting the boiler room, and crept through the series of hallways and catwalks until she reached the top of the supercomputer laboratory, where she climbed down the ladder. She shivered involuntarily as she saw the supercomputer, the malevolent light of the corridor above the lab itself reflecting off the dull surface of the blue-green metal, though there were a few spaces in the room where it was impossible to see the wall, or anything that the shadows encompassed.

Without the light produced by the supercomputer, there was hardly anything that could be seen in the room, making Aelita very wary and suspicious of everything, even the non-living items that were lying motionless on the ground. The giant supercomputer loomed over her like a towering giant; the architecture of the supercomputer itself was enough to be considered frightening. Through the thick silence and the cold room, Aelita shivered again as she felt another presence behind her, the lack of dust on the equipment being enough to raise a few internal red flags in her brain.

"And here I thought you would never make it here." a voice rang through the darkness.

"How...?" Aelita's question died on her lips as Jeremie crouched down with a feral smirk and pounced with clawed hands extended and uttering demented screeches.

Aelita's eyes snapped open, and the Princess of Lyoko rubbed her head, thoroughly disoriented. She'd been having these dreams ever since going to Lyoko one day and realizing that she had the Keys to Lyoko. Digital codes that would allow their wielder to have power over the digital land.

Dreams like this usually came in this form now and then. Try as she might to push them out of her mind, they always came back in one form or another.

Looking around, she noticed that she was not in her room; rather, she was in Jeremie's bed, and her benefactor was nowhere to be found. His laptop and its case were gone, probably meaning that he had gone to breakfast after multiple failed attempts to wake her.

Sighing, Aelita resentfully rose from Jeremie's bed and made her way to the girl's bathroom, already unwilling to start the day.

The sun harshly glared onto the world below, making temperatures outside nearly unbearable with the amount of humidity involved. A heavy rainstorm had occurred days ago, and some of the major roads were still closed due to flooding. Female mosquitoes were everywhere, happily laying their eggs on the large amounts of standing water or biting people and animals alike for nutrients for their unborn children.

However, the day progressed normally with countless lives performing their scheduled tasks routinely, unconcerned with tomorrow save for a small fraction of peculiar teenagers. Gathered around their usual lunch table with the other four, Jeremie explained in hushed voices of how XANA's attacks were becoming increasingly more and more brutal, with extra attention being given to the ancillary damage the AI had made.

Though Yumi and, surprisingly, Odd, offered quick-fix solutions to the problem-riddled supercomputer, Jeremie rebuffed their advice with a slight wave of his hand, explaining that it would take an excruciatingly long time for him to debug the supercomputer in overly complex sentences. Aelita, serving as the group's translator, further explained the grim situation, allowing the dour situation to fully penetrate through their optimistic thoughts.

Something felt... strange...

Something was happening...

The copy filling in for the missing William Dunbar could feel it in his programming. It was like acid, burning like fire as it ate through his very being, changing the composition of his body and causing reactions within himself. His jaw clenched; it was as painful to him as multiple fractures would be to a normal human being. Then all of a sudden it stopped, and the clone 'breathed' a sigh of relief.

The clone ran a simple diagnostic check through his systems; now was not the ideal time to contact his creator and inquire what had happened. The results displayed that nothing serious had happened, and only a minor bug had been inserted into his coding. Clone William grimaced; whatever it was, he could not fix himself on his own, and creator would not be pleased at the discovery- he already had too much on his mind.

Speaking of minds, the clone was starting to get what seemed impossible for his kind to have- a migraine- a terrible headache that sent pain splitting across his skull like wildfire and sent him doubling over in agony. However, with the temporary distraction, he did not notice his hands flickering in and out of existence before they solidified again.

The clone William twitched involuntarily, uttered an audible grunt and dropped his spoon into his soup before clutching his head with both hands. Several students, the Lyoko Warriors included, looked curiously in his direction upon the sudden disturbance. He merely apologized and contributed the reaction to a sudden migraine that had mysteriously appeared out of the blue before hastily retreating to his dorm room. Jeremie frowned and looked apprehensive, tapping a finger against his lip before turning around and continuing the conversation.

Sissy leaned ever so close to the group, eyes narrowed suspiciously as she continued to observe them. For years she had been trying to pry their secret from their lips, but they continued to refuse even when she blackmailed them or proffered an assortment of rewards to bribe them into at least saying a tidbit of what their clandestine operations were and where they furtively went whenever they claimed to either require the services of the nurse or use the restroom.

Whatever they were doing, she was sure it was enough to get them into serious trouble if she ever found out about it. Maybe she could use that information specifically against Yumi- she had stolen her loved one's affections. She should be the one that Ulrich would be happy to see every day and treat like a princess! She should be the one within his arms whenever she got hurt. It's all this... Chinese girl's fault! Every time they got into a fight, she'd secretly hoped that he would come to his senses and become her boyfriend, but it always infuriated her to see them together again not a mere 24 hours later! Someday, she'll make them pay... she'll make them all pay.

Odd narrowed his eyes as he felt Sissi's warm breath on the back of his neck and grunted in annoyance at her boorish behavior. 'Why can't she stay out of our business?' he questioned angrily. There was hardly any doubt that she was secretly insulting Yumi, mislabeling her as Chinese, thinking of new ways to harass both Aelita and Jeremie, and once again attempting to force a relationship with Ulrich.

'One day, when she's not looking, I will get her back for all the trouble she's given us. Even the few times she's assisted us against XANA doesn't help matters at all! She just reverts to the same, stupid prick...'

As Odd schemed ways to get around her constant interference, he also was strategically planning new maneuvers to try out on Lyoko against XANA's monsters' attacks. Though thought mostly as a dimwit by others, he actually hid his intellect from others, preferring to look stupid and catch them off guard when he allowed himself the satisfaction of proving their biased thoughts wrong. His favorite victim? XANA. The AI was fun to mess with in terms of battle strategies. Quite simply put, he was the main diversion, being that his agility allowed him to keep the brunt of XANA's attacks from the rest of the group and buy them a few minutes of time.

"Mosquitoes are plentiful today, aren't they?" he asked Ulrich nonchalantly, covertly nudging the German's leg with a foot and rolling his pupils towards Sissi.  
>"Yeah," Ulrich replied, catching on to Odd's plan, "I bet I can find us a place where they won't dare to bother us." he continued, winking back.<p>

The prankster's foot snaked out and curled around Sissi's chair just as she was slowly creeping another two inches closer. With a herculean effort, he brought the chair, along with the glorified rat, crashing down onto the floor. Sissi shrieked as her palms and knees scraped against the cold, unforgiving floor. Quietly swearing at the Norwegian-Italian boy, she glared daggers at all five members of the group. She could swear that Odd gave her a sidelong derisive smirk as he begun to get up while abruptly pushing his chair backwards with his legs.

Sissi hurriedly pulled herself backwards and rolled under her table before the splat or the leading rail of the piece of furniture could smash into her face. Quickly beckoning the foursome to follow him, he regretfully dumped the remainder of his lunch into the proper receptacle and ran towards the edge of the forest, where the foliage was sure to throw off most pursuers.

The searing heat blazed through his normal clothing and scorched his now sweaty back. Uncomfortable grunts issuing behind him warned that they too, felt the dreadful weather. Panting laboriously despite the years of running away from the various means of destruction XANA had used against him, he gasped with relief as the trees became denser and more clustered. The lack of Sissi sightings palliated the jokester, and with a sigh of contentment, he collapsed upon the long, wet, weed-riddled grass. By now, they were within a short distance from the Hermitage, decaying with weathering, time, and repeated vandalism at the hands of ill-behaving teenagers and adults.

"You know, you could have chosen the factory as an escape route." Ulrich grumbled, "I'm pretty sure it's much closer."  
>"But did you honestly want a back-stabber to sing her discovery exploits about the supercomputer to the rest of the world?" Odd countered, making a move to take off his worn sneakers and relieve his feet.<br>"Please, no, Odd. Don't do that." Yumi complained, pinching her nose and turning away disgustedly as the retched odor invaded her nostrils.  
>"I tol dew it wuh dis bad!" Ulrich laughed as he too, pinched his nose as Odd stretched his foul-smelling feet towards them with an evil smile on his face.<br>"Hey man, that's not coo!l" Odd loudly objected, much to the two geniuses' amusement. "They don't smell that bad... I mean, I personally think that they smell like onions and rotten food, but it's not like your feet smell any better!"

Practically gagging, Ulrich clawed his way over to a pond dirtied with runoff and various pieces of dead vegetation. His reflection was a dark shadow within the brown, murky pool, and Ulrich studied it closely, suspiciously noting how unnatural shapes sometimes flew by it before large ripples appeared in the water. What was most disconcerting about this ordeal was that the air was colder than usual, even though they were given shade by the various biological specimens. It was supposed to go up to 29 degrees Celsius today, and the air temperature around them was nowhere near that number.

"Guys, I think-" he began before being cut off by the familiar, shrill beeping sound emitted by Jeremie's laptop's speakers.  
>"XANA alert, guys!" Jeremie enunciated gravely, after removing the computer from its case and checking the tower scanning program. Only a cursory glance was needed before his mouth hung open in surprise, laptop dropping onto the rocky earth, his breath hitching in his chest.<br>"What's the matter Jeremie?" Aelita asked concernedly, scanning his apprehensive face for any signs of what XANA's new scheme could be.  
>"We... we better hurry up guys…" Jeremie managed to stutter, stowing his laptop back into its case at lightning speed with a frown. "There's a massive army of monsters on Lyoko, and XANA's activated all of the-!"<p>

CRUNCH

"What the-" Yumi interjected angrily, trying to regain her balance after the ground shook violently.  
>Shh!" Ulrich hissed violently, holding up his hand. "Listen!"<p>

The group held their breaths and stood completely still, waiting in overwhelming anxiety.

**CRUNCH**

"It's getting louder!" Jeremie whispered in a panicked voice. "We should take the route in the-"  
>"No time!" Yumi whispered back, practically shoving all of them into nearby shrubbery to disguise them before she scaled a tall tree and peered out from between the small, fleshy leaves.<p>

At first, she could see nothing but the expanse of various species of arbor. Then, the loud crunching sound occurred again, but this time, droves of birds took off into the relative safety of the skies as small black shapes against the blinding sunlight. Trees cracked as a rather large object roughly pushed against them, splintering as they crashed into the ground.

Yumi uttered a soft gasp as she saw a large, black form appear over the tree line, crushing the felled trees with ease. Most of its features were indiscernible under the huge amounts of muscle it possessed and the way the sun shone onto it. It was approximately 18 meters tall, not counting the seven large black masses protruding from its massive, flesh-colored, disfigured skull. The 'face' of it was painted with a large eye of XANA and a 'tongue' that lolled out under the skull made it look even more intimidating. It had massive hands the size of three fire trucks piled on top of each other. Fire seemed to spurt from the fissures in its skin, which had the craggy appearance of volcanic rock overflowing with lethal lava. In place of the charred flesh, though, was a dark brown color- the shade of scorched earth. In short, it was a miniature Kolossus, similar to the one that haunted the Lyoko Warriors on the digital battlefield of Lyoko, except for the minor detail of this copy not having a sword for an arm.

Choking back a cry of surprise for fear the monstrosity would be able to somehow hear it, Yumi fell from her perch in the tree and wildly gestured her teammates to flee. Grabbing a fistful of Ulrich's grass-green vest, she all but tore it off as she dragged him behind her, the German stumbling to match her frenzied speed.

"Run!" she cried desperately, pushing her body to go faster. "Run, dammit, before-!"

A loud crash obscured the rest of her speech as the Kolossus noticed its prey and began to move through the wooded land just to crush them into the ground. With an angered grunt, the monster took large, lumbering steps towards them.

"What is that thing?" Jeremie cried out fearfully.  
>"The Kolossus." Ulrich gravely replied after giving the wretched fiend a cursory glance.<br>"At least, a polymorphic copy of it." Aelita clarified, noticing how the 'lava' didn't seem to ignite the highly flammable surroundings around it. "I'm pretty sure the entire city would be in flames if it…" Aelita shuddered as the thought crossed her mind, "… was the real Kolossus"  
>"Doesn't explain… how… this thing… is here!" Ulrich huffed, noting the polymorphic specters closing in.<p>

At this moment, the Kolossus looked more threatening than anything the Lyoko Warriors had ever seen in their entire lives. It was as if it were a nightmare that had popped out of their dreams and materialized into the real world.

"Ariel, Ookla, ride!" Odd shouted, galvanizing the rest of the group into pushing their limits.  
>"Dammit, Odd!" Ulrich growled, "Why did you have to pick a spot so far from the factory!"<br>"I didn't know!" the jokester yelped, nearly tripping as a massive foot smashed into the ground and caused small tremors to form.  
>"We need to split up!" Yumi panted, feeling the pain in her chest from the exertion growing and anxiety.<br>"I hate to be negative, but Yumi's right. We can't all be headed in the same direction because in case you haven't noticed, that thing's gaining on us!"  
>"Alright. Ulrich and Odd, you go to the left and head to the factory via the city. Aelita and Jeremie, since you need to be in good health when you get to the supercomputer, you take the park entrance!"<br>"What about you?" Aelita questioned angrily. "Do you honestly think we're going to let you die?"  
>"Don't worry about me!" Yumi retorted, "Right now, the main priority is stopping XANA from taking over the world... No matter what the cost." she finished somberly.<p>

The group nearly stopped in their tracks, looking at their Asian friend with wide eyes. There was no way that she would yield her life so quickly. But the geisha warrior put on a face of brazen determination, looking more older and experienced than the group had ever seen her previously.

"Go. I'll be fine" Yumi ordered, beginning to turn around to face the onslaught. "I'll catch up to you later"  
>"Yumi!" Ulrich screamed, grabbing her arm and pulling her with him, like she had done a moment ago. "You can't be serious!"<br>"... I'm sorry Ulrich" she replied as she looked at the ground below, her voice nearly inaudible from the sound of panicked people screaming from the outskirts of the city as they saw the monstrous being clearing a path through the forest. "In case I don't come back, though... I just wanted to say..." here, her voice dropped to no more than a whisper, "I have always loved you. Always. Even though we fought and then declared that we were just friends... I guess we both knew that we were more than that, and that we were too afraid to admit how we felt to each other."  
>"Yumi..." Ulrich whispered, believing, and yet not quite believing what he was hearing at the same time.<br>"Yumi!" Aelita called, Jeremie and Odd joining in and voicing their protests.

Yumi gently pulled her arm away from his grip, smiling sadly and looking deep into her friends' eyes as she turned to each and every one of them. A small gust of wind toyed with the charms on the silver bracelet Ulrich had given her as a good luck charm earlier that day, the silver glinting in the sun's light. Time seemed to slow to a standstill as she faced all four of them, calm even in the face of death and utter destruction. She would not go down like a coward, hiding in a hole somewhere and praying that death would never find her; she would bravely stand up and roll with the punches until her very life was torn from her body. That was her motto: live to win until the light faded from her eyes, take it all and keep fighting till the day she would fall, living day by day, kicking all the way, and never, under any circumstances, giving in.

"Jeremie, I wanted to thank you for the support you've given me... Odd, for the jokes you've made in trying to cheer me up... and Aelita, thank you for being the little sister I never had."  
>"C'mon, please tell me you're joking!" they pleaded, now more urgent as the colossal mass of polymorphic specters was practically on top of them.<br>"I'm sorry... I'm sorry!" she cried, breaking away and practically flying towards the monstrous mass, screaming a multitude of curses.  
>"Yuuuuuuuumiiiiiiiii!" Ulrich yelled, taking three steps to chase before he was restrained by Odd.<br>"She knows what she's doing! She's the toughest girl I've ever met! Let her go, man!" Odd grunted, assisting Jeremie and Aelita in pulling him back. "Stop, before you get yourself killed! She wouldn't have wanted it like this!"  
>"Shut up, Odd!" Ulrich growled angrily, his face contorting in rage. "You don't know what it's like to be in love!"<br>"Whoa, man" Odd put his hands up in front of his chest, hoping to pacify the irate teenager, "Believe me; I know what it's like to be in a serious relationship. I've practically spent every waking moment of my life with her, but since I've never seen her for over two years now, I've come to accept that she's never going to come back into my life ever again."

Ulrich sorrowfully looked at the direction Yumi went off to before gnashing his teeth angrily, clenching his fists, and turning away, his eyes threatening to spill tears.

"Alright..." He grunted, watching the Kolossus as it slowly turned its grotesque body away from them and presumably started to pursue Yumi. "Let's go."

**[Part 3: Pray For Death]**

Faster... faster... Leg up, leg down!

Breathe, Yumi, breathe!

Yumi ran through the open fields that bordered seldom-used roads. Her lungs were on fire, she was completely covered in a slick layer of sweat, and her muscles ached for relief. Rainwater and mud splashed into her boots, but she paid it no mind, all that was currently occupying her attention was buying her team enough time to get to Lyoko. The Polymorphic Kolossus didn't seem to mind chasing after her; in fact, it seemed to enjoy wearing its prey out and so that it could crush her when she was defenseless.

Yumi managed to damage it a little by tricking it into smashing into solid objects several times. However, it only seemed to emit an enraged scream after copious amounts of black droplets dripped from its torso and strangely disappeared into the dark recesses of the forest as ethereal wisps. It had turned tail and was going to chase after the other four members of the group, but Yumi managed to distract it once more with a series of powerful kicks and a flurry of punches, causing it restart the chase anew.

In her experience with fighting against polymorphic specters, they didn't seem very bright most of the time, instead relying on brute force attacks to incapacitate or even kill their victims, if they were obviously given enough time or leeway to do so. The minority of the specters were cruel and cunning, devoting their time spent on Earth to devise ways to make the Lyoko Warriors suffer as long as possible and using their senses of hearing and sight to locate their prey faster. Fortunately, XANA was most likely preoccupied with matters other matters concerning his well being- he hadn't bothered to send out specters numbering in the hundreds until today.

Closer... closer... almost... There!

She could see where the ground was completely covered in water. Practically skating on the surface of the brown muck, Yumi warily maintained her balance, keeping one eye on the monstrous being all the while.

The Kolossus didn't seem to be doing so well on the muddy ground, finding that maintaining its equilibrium was proving quite difficult due to its large size and small foot surface. Complicating matters, its feet sunk deep into the muddy ground, forcing it to spend valuable time to wrench itself out of the awkward predicament.

Yumi slowed to a stop, hyperventilating, thoroughly exhausted, and grateful for the chance to let her poor muscles overcome overexertion. Though it was a bad idea to wait for the monster to regain its footing, the teenager breathed easier and was quite happy for the hiatus, no matter how short it was.

By the time the Kolossus had cleared the swamp-like ground, its primary target was already far away, and the mud-splattered specter was thoroughly pissed off. Waves of anger emanated from its very being and it was increasing its walking speed by twofold, meaty hands reaching for the girl. Yumi watched the specter approach, mentally running calculations based on its speed and the distance it was closing between them.

Expertly executing back-flips from the clumsy hotdog-like fingers, the Japanese girl smirked as she saw the thin, black colored forms of telephone and power lines that were not too far away pass into her sight, along with a large pond formed from the heavy rains France experienced three days prior. The common sight of power lines may be insignificant to the normal person, but to Yumi, it was her salvation, and she sped toward them with glee. The Kolossus, however, paid it little mind, instead focusing most of its attention of the small human that had suddenly begun to decrease speed.

Suspicious? Yes. Worried? No.

The tunnels were poorly lit and seemed to go on for thousands of Kilometers, yet the two prodigies knew their way to their secret meeting place by heart.

Jeremie and Aelita raced through the sewers on their respective scooters, not stopping to look behind them or notice the unfamiliar, strange shadows that seemed to follow them wherever they went.

...Shadows with claws and teeth, in fact.

Pushing with all their might on their trailing legs that provided momentum, they practically flew through the confusing tunnels, their minds worrying them all the while on Yumi's fate. Who knew what had happened or what could happen to their young friend as of now? That being said, their sole focus was just to get to the factory and virtualize Aelita as soon as possible.

Though they certainly weren't the most athletic persons on the team, their legs were stiff and sore from running, and it seemed that they were going to collapse at any moment, they pressed on valiantly; determination overcoming fatigue and all thoughts of stopping for even one sixteenth of a picosecond.

Yumi sacrificed herself for them.

Yumi needed them.

The world's very existence depended on them.

50 meters... 40 meters... 35... 27... Almost there... almost there...

With another powerful swipe of its over-muscled arms, it missed killing Yumi by mere feet, but the attack wasn't a total loss. The Japanese girl yelped in terror as she felt the mighty gust of wind blow right past her, and the small claws of the Kolossus rake her back. She cried in pain as three parallel cuts formed on her lower back and started to bleed. Thinking quickly, the sixteen year old then started to dart to and fro, confusing the mass of polymorphic specters greatly; so well in fact, that it stepped right into the power lines.

Loud, crisp crackling sounds occurred as the power lines neatly snapped from the Kolossus pushing its weight onto them. Electricity coursed through its body, racing through its torso and shooting through its arms and legs, which convulsed madly. Though the blue-whitish light of electricity shocking everything it touched was blinding, and the sharp popping sounds of the electricity deafening, it was the most beautiful thing Yumi had ever seen.

Its form shimmered as the Kolossus' coding was scrambled. Letting out a tortured, gurgled screech of anguish that rung in Yumi's ears even after it had stopped, the Kolossus collapsed to its knees and then rolled into the pool of water like a puppet with its strings cut.

Copious amounts of water rose and fell to the ground like a tidal wave, sloshing around and drenching everything it touched. Bit by bit, the Kolossus started to disintegrate, its limbs and crown of branches starting to detach themselves from the head and torso with minimal force. Black, shapeless figures oozed out of the Kolossus as it pixilated before the monster itself was no more than liquid floating on top of the water.

"Yes!" Yumi cheered.

Meanwhile, Ulrich and Odd had just reached the outskirts of the city and were plowing through traffic and pedestrians alike, ignoring the multiple disapproving glares and blaring horns that were sent their way. Ulrich's hands were tightly clenched into fists, and every so often he would look back as if that action would somehow reassure him that his love interest was still alive.

"Kid in the green clothing!" barked a burly man in a business suit, angrily glaring at Ulrich's retreating back while brushing dust off of him. "Watch where you're going, punk!"

Ulrich's eye twitched as his ears picked up the man's distinctively loud voice above the normal chatter and noise of the city. Losing his best friend and love interest would be enough to make a normal person insane- getting insulted with a name he did not deserve made him snap. How dare they accuse him of being a lowlife when he was trying to rush to save billions of ungrateful, ignorant peoples' lives!

That did it. Ulrich turned around and rushed towards the man with his fists out, not caring who saw him. Odd yelped in terror when he no longer heard his friend's thudding footsteps nearby and restrained him by encircling his arms around Ulrich's waist and pulling him backwards, frantically shouting apologies to the irate businessman. The suited man snorted in derision and bent over to reach for his suitcase, eager to go on with his day. After all, his presentation was today, and he wanted a raise, especially in the economic state the world was in now, and a teenager heedlessly rushing into traffic was not going to change anything.

Ulrich glared at Odd angrily and struggled against his grip, but soon remembered Yumi's sacrifice and forcibly pushed the incident with the businessman to the back of his mind. Mumbling to himself, he quickly stuck his tongue out at the man's retreating back and blew raspberries before predictably bumping into yet another person.

Standing before him was a middle-aged woman in her mid-fifties with a scowl on her face and flaring nostrils. Her eyes were black as the night and cold as winter's snow. Her nails were long and most likely sharp enough to draw blood with a powerful swipe if she so chose to scratch people whether or not they were innocent. Her attire consisted of black and white clothing, with some bright red thrown in to highlight her shirt.

Startled at the intimidating looking woman's gaze, he stuttered out an apology before hurrying off after Odd, who had gotten out of the scene as quickly as possible. The woman smirked to herself as she followed the young German boy with her eyes before slinking back into the shadows and disappearing into a pile of Polymorphic specter goop that melted into the cement and traveled after both teenagers as a shadow.

Too preoccupied with their own troubles during the rush and panic of the day, nobody had even noticed the polymorphic specter- they only had taken note of two hooligans shoving everybody out of the way and disrupting the daily routine.

Yumi panted in relief as she gazed upon the Kolossus' body and nearly collapsed to the ground on her back from the effort it took to force herself to intake the precious Oxygen in the air. It had been a five minutes since she had defeated the monster, and though her body was toned due to XANA's constant attacks, she was still winded.

Observing her surroundings with a cursory glance, she tried to recall what she had learned from pouring over maps of various countries in Geography class, frowning when she realized that she was probably about two miles away from the factory, if not more. Slightly bending over to catch her breath, she made a move to walk back to the factory, but stopped when the ground starred to shake violently.

"No way..." she thought, fearfully turning her gaze back to the pond."It's... impossible! It's... improbable!"

The ground split in several places, large cracks running from the pond to the surroundings around it. Yumi stepped away from a particularly threatening fissure that grew in her direction. Water splashed as it ran through the gaps, followed soon after by the inky darkness. Blackness shot up from the pool of water like it was a fountain before splitting into two, smaller jets that slammed into the ground and began to reform, the blackness wavering and shifting into different colors as it solidified. The liquid polymorphic specters pooling within the cracks reversed their flow and shot towards the jets in a blink of an eye.

Stepping backwards in terror, Yumi could only gasp and look on as not only one, but two Kolossus formed right in front of her, and they were not pleased with her little stunt. Though they were exactly half the size and they could cover less distance in the same amount of time in comparison to the original, they were still, _very _dangerous.

One roared as loud as a horde of bellowing bulls and bashed its thick tree-trunk like arms against its chest before knuckle walking towards her, increasing its speed with every step. The ground shook and moved under its unnatural presence, but the Kolossus paid little attention to it. Tunnel vision was employed against the Lyoko Warrior who had wasted its time in eliminating the other four members of the group, and had weakened it with the electric shock. Yumi groaned and was forced to turn tail, hoping the mass of trees in the forest she fled to would help disguise her.

Once safely in the branches of a tall Oak tree, Yumi peered in between the leaves and observed as the polymorphic Kolossus smashed through the forest in frustration. ...Wait... Kolossus?

Her mind raced and her breathing hitched as she came to a realization. Scrambling to the top of the tree, she could faintly make out the dark shape of the other Kolossus' back, eyes widening as she saw it head in the direction of the factory.

'Oh no...'

Yumi screamed as a crisp, snapping sound filled the air, and she found herself clutching at the tree for dear life as the Kolossus smashed it into splinters with one swing of its mighty fist. The sensation of freefall was the last thing her mind registered before everything faded into black.

A small, metal lid lay perfectly still in the middle of an abyss of concrete- that is, until it was jostled out of its resting place. Bright sapphire eyes peeked out from under the sewer exit, narrowed in concentration and sweeping over the landscape.

Satisfied, Jeremie pushed the lid off of his hands and tossed it onto the bridge before exiting out of the dark, cramped space. A familiar pink head followed him soon afterward.

Both bolted towards the aging, ragged ropes that served as the means of transportation between the perilous distance of the factory floor and the decrepit building's entrance. Wasting no time, they each grabbed one and swung to the factory floor below, sprinting into the open elevator and slamming a fist into the button.

With a loud, wrenching, nails-on-a-chalkboard screech of metal against metal, the elevator creaked into life and slowly lowered its two passengers below sea level.

"Come on, come on" Jeremie pleaded, shifting his weight nervously; the ride was never this slow before.

Aelita took his hand in hers and allowed him to squeeze it. Something was wrong, very wrong.

As if reading both of their minds, the elevator stopped, screeching to a halt just as the two made the halfway mark to the supercomputer lab.

Aelita bit her bottom lip anxiously as her mind raced through possibilities. What could be wrong now?

Dark shadows gathered near the steel cables of the elevator, wicked smiles stretching across the blank surfaces that made up their faces. Coming to a rest, they coiled themselves around the tightly wound steel and began to rhythmically slice through them halfway before moving on to the next cables. Satisfied with their work, they melted into the wall and disappeared.

Jeremie punched a wall before recoiling and hissing loudly in pain and uttering a loud stream of obscene words that would have normally not been said. He clutched his throbbing knuckles with his other hand, shutting his eyes tightly in agony.

In what seemed like an orchestrated response to the violent motion, the elevator suddenly jostled and shook violently, stirring its two occupants into a frenzied panic. It rocked back and forth, the sound of steel striking steel clanging and banging as deafening as thunder issuing after lightning's entrance. How it worried even the steeliest of nerves, perilously leaning towards the verge of disaster and causing the most terrified shrieks and screams to be issued from our heroes' mouths before it abruptly stilled. The resulting quiet was simply unnerving.

Then all of a sudden, loud snapping sounds echoed throughout the shaft as the damaged cables gave way. Plunged into the dark depths below, the long elevator shaft echoing the horrified, panicked cries of both the daughter of the mysterious Mr. Waldo Schaeffer and the young Mr. Belpois resounded prior to the deafening crash marking the horrendous collision with the foundation below.

**To be continued...**

* * *

><p><strong>AN:<strong> I am not sure of Odd's nationality, though Code: WIKI states: "Odd's family is seemingly Norwegian and Italian".

There are a LOT of L4D references here, along with a few other references from other media.

Concept art for the Tank/Kolossus (Tankalankalossus?) is on my DA page.

Please review if you think there are things that I need to fix within this chapter.


	2. Volume II

**AN: **After a bit of rethinking, I've decided that this might not be my last CL fan fiction. I might publish one or two more if good ideas constantly nettle my brain when I'm trying to sleep.

Anyway, here's the last bits of Memento Mori. It's longer than I originally planned it, but brain vomit got the better of me, and well, here we are. I might publish the Xtras section, where scenes were written differently before being cut or edited.

Be warned that the time distinctions between each segment (not just each parts) are heavily overlapped. For instance, somebody could be fighting a battle while another person is doing something else that causes a chain reaction (one of which is happening on the first person's side).

* * *

><p><strong>[Part 4: No Mercy, Dead Air]<strong>

When the world was finally restored to her sight, all Yumi could see was a blurry mass of green and brown. She sighed loudly in relief, before flinching, her ears straining to pick up the slightest bit of sound.

Thankfully, all that she heard was chirping of birds and insects, and not the unnatural cries of the polymorphic glob that formed a resemblance to the Kolossus.

The Japanese teenager gratefully thanked Lady Luck for the monster not seeing her, only smashing its fists into anything that stood in its way in anger for losing its prey, and cautiously removed herself from under the fallen tree.

A wide path of destruction had already been carved by the monstrous being. Trees were strewn about beside a gaping dirt track mottled with rather large foot prints.

Poking her head through the edge of the forest, she saw that the monster's duplicate was well away from the area. Electricity still snapped and crackled as the downed line electrified the small pond of water.

Yumi huffed, and ran after the Kolossi through the path roughly cut through the foliage, cursing XANA under her breath. Turning her head to the skies and the distant landscape, she paused a moment and re-calculated her location. One could not be too sure of where they were, especially after nearly being crushed to death and having several branches nastily whack against one's head.

Boulogne-Billancourt was not too far from where she was, only a kilometer or two, give or take a few hundred meters. With every step she took, searing pain much like a shotgun going off in her legs throbbed through her body. Anger and resentment mixed with the injuries, temporarily enabling the use of adrenaline to the Japanese teenager.

As she cleared the timberland, a small suburb came into view. Her legs were obviously smarting painfully from her injuries, and the teenager wasn't sure whether to keep running or not. However, a small blue object came into her view, and Yumi's lips twitched upwards as she recognized what it was.

A bicycle lay on its side on a driveway, discarded by a careless child. Guiltily, Yumi pulled it into its upright position, looked around to see if anybody was looking, and took off, pedaling down the sloping asphalt towards the factory. However, the sound of multiple jet engines screaming overhead caught her attention, and she looked up, wondering if there was a military demonstration occurring that the French air force hadn't told anyone about.

But then she turned her eyes to the city ahead, and she gasped in unrestrained horror.

It looked like the four horsemen of the apocalypse had ridden through already.

**[Page Break]**

Aelita slowly opened her eyes wearily, her breathing deliberately slow and labored. Perhaps she was going into shock, perhaps she was going mad. Her pink clothing was reddened with blood, and her body was wracked in pain. After all the times XANA had tried to kill her and her friends, it never got _this _close. Drowning in a flooding elevator or in a submerged ambulance, multiple electric shocks that rendered them unconscious or possessed animals in XANA's collective attacks were never as scary as the elevator they were on plunging to the ground.

She groaned, and removed her protective arms encircling the body that lay beneath her, wincing as she allowed herself to collapse onto a steel support beam. She had shielded him from the collapsing steel rain that assaulted their bodies when the elevator crashed, and paid the price with gashes decorating the majority of her body.

Jeremie grunted as he pushed the few small shards of scrap metal off of his body. Both his shoulders and chest area were torn and bleeding badly from the debris that bypassed Aelita's protection; the gashes were almost deep enough to reach the pearly white bone underneath. He blinked, trying to focus his gaze through the cracked lenses of his glasses, groaning as he lightly felt his torso with light, dancing fingers.

Cringing in pain and feeling some swelling around his rib cage, he deduced that he had cracked some and probably broke a few in the process. He broke into a coughing fit, feeling worse than ever as he did so. Though Aelita had protected him from being stabbed to death, the force of impact, coupled with her weight and debris, was unpleasant nevertheless.

He turned over to his laptop case that lay beside him, mournfully looking it over as if he were saying goodbye to a dear, longtime friend. A sharp metal shard had pierced through the casing and impaled the computer through the center. Solemnly, almost reverently, he patted the case and wished the laptop, which had gotten the team through some very tough times and had saved him when coupled with the supercomputer and Odd's GBA SP, a fond farewell.

In addition to the loss of his computer, he reached in his pocket for his phone, but it too was utterly destroyed. He was about to ask Aelita for her phone, but remembered that she had kept it in her dorm, believing she would not need it while she breakfasted. He shook his head, inwardly sighing. Of all days XANA chose to attack, it was when he was probably the only one who kept his cell phone with him today.

"Can you walk?" Aelita asked, covering her bleeding midsection with an arm.  
>"You're hurt..." Jeremie noted quietly, causing Aelita to softly laugh in short bursts of wheezes, her giggles wracked with pained coughing at times.<br>"What, this?" she asked dismissively, shakily placing her weight on her damaged legs before yelping and sitting down again. "Most of this blood isn't mine."  
>"Let me look at your back," Jeremie ordered.<br>"Jeremie..."  
>"Turn around."<p>

Aelita reluctantly obeyed, keeping her weight of her broken leg, and allowed the prodigy to assess be the brutal lacerations, flinching when he cautiously began to remove shards protruding from her skin.

"Just one inch to the right and you could have died..." Jeremie muttered under his breath; part of the elevator's ceiling had pierced through her back and nearly nicked her heart.  
>"We've survived worse"<br>"You have a closed compound fracture in your right leg, both of us have cracked and broken ribs along with other broken bones everywhere else, and we're bleeding to death"  
>"Normally, medical personnel would tell you to remove your clothing around the wounds, but... this is different. An infected cut isn't as bad as broken... ah! ...Bones."<br>"... How did we survive?"  
>"Luck, I suppose." Aelita answered solemnly, fashioning some corrugated metal into a crutch. "It's probably due to the lack of height, though. If the lift fell from a higher distance, we'd be dead"<br>"XANA doesn't usually make these mistakes" Jeremie replied, scowling and scanning his surroundings suspiciously. "He is well versed in velocity and the height needed to kill a person. He might have not suspected what actions a person would take to preserve the life of another, though."

Piercing, angered screeches emulated from the cold steel, startling the two. A frigid air soon overcame both of them, encroaching through their wounds and sending shivers racing up their spines. Jeremie bit his bottom lip anxiously as his friend was forced to abandon her crutch, and assisted her to the steel bars welded into the wall that crudely resembled a ladder.

[Page Break]

Halfway there, and it seemed as if their journey would take an eternity to complete. Though both of them were nonathletic, Aelita, with her teeth grit and mind solely focused with intense concentration, fared slightly better than the blond haired boy.

_'Tenacity'_ he thought, looking over his shoulder, watching her with a wary eye, and mistrusting the very metal that supported their weight.

He was considerate enough to momentarily ponder the implications of the reasons to _not _let Aelita go first, unlike Odd. He was confident in her abilities to fend for herself, but often would find himself looking back and constantly checking up on her. After all, when forced to only use a single, badly damaged leg, upper body strength- no matter how little it was- helped.

_CLANG_

"What was that?"

Jeremie's gaze wildly darted around the seemingly innocent shaft, narrowed in concentration.

He too, had obviously heard the disturbance. He parted his lips and made a move to speak before something rudely interrupted him, snatched at his turtleneck, and wrenched his grasp from the unfeeling steel. Talons bit into his flesh and raked four freshly bleeding parallel lines on his back, but the prodigy resisted the urge to cry out in anguish, refusing to give his attacker any form of satisfaction. Aelita only managed a small gasp of terror before a crushing grip encircled her bruised and battered torso amplified it into a full blown shriek.

"Let go!" he growled, his protective urgings galvanizing his body into elbowing the specter in its 'face' and forcing it to release him.

He soon regretted his decision, however, when the laws of gravity fully took effect. With a mighty grunt and a herculean amount of willpower, Aelita threw off the obstructing arms, tucked an arm under one rung of the ladder, and held out her other hand.

With seconds to go before his body would crash into the scrap heap once more, Jeremie snatched her soft hand with his rougher ones and clung desperately to it, like a shipwrecked man holding on to a boulder for protection in the midst of a raging sea.

The Princess of Lyoko nearly burst into tears when a sickening popping sound filled her ears, and she softly gasped when she realized that she couldn't feel her arm or shoulder anymore, only a dull, throbbing pain in their place. Jeremie's icy blue eyes widened in shock, and he shifted his weight onto the steel bars, relieving Aelita's dislocated arm from the majority of his weight.

Whimpering, she held her useless arm as close to her body as she could, already thinking of various revenge plots she could use against her tormentors. The specter that she threw off reached for her, its talons ready to rip her apart, when suddenly it stopped. It shrieked in terror as its code was rewritten, its objectives overridden. Static rippled across its unnatural, purplish-black flesh.

It twitched several times, convulsing as a new power took control of it. Screaming, it suddenly launched itself as its partner, digging its claws into its assistant until it flew off, chattering angrily. The two could only look in pure shock as it clawed at the area where the other had been, lowly snarling.

Aelita groaned as her vision faded to black before being brought sharply into focus once more. Turning back to the two, it scooped both of them up in its arms and flew towards the entrance to the lab. Shifting Jeremie to its other hand, it squeezed them lightly when they attempted to escape, and waved its now-free hand over the electrical panel.

With a whoosh and a click, the massive door opened, and the specter deposited them onto the floor.

Jeremie turned around to get a better look of it, noting its sudden benevolent behavior towards them.

"XANA?" the specter shook its head to Jeremie's answer, gesturing to Aelita and mimicking the motions of playing the piano.  
>"...Daddy?" Aelita spoke, and the specter nodded silently.<p>

It floated towards Aelita, grabbed her, and abruptly snapped her arm back into its socket in one fluid motion, eliciting a small whimper from his daughter. It gently stroked her hair in apology and opened its 'mouth; to speak. However, its coding was terminated and the apparition vanished from their very eyes, XANA having finally noticed Waldo's interference, even if his interference was for a brief moment.

Before either of them could say anything, the supercomputer frenziedly chirped and flashed with red warning signs.

"Uh oh..."

**[Page Break]**

It was simply frustrating that XANA had managed to suddenly gain a burst of strategic planning skills and trap the Lyoko Warriors. Even more infuriating was the fact that the Kolossus was in the city of Boulogne-Billancourt, clearly enjoying itself by the utter destruction of one of humans' greatest achievements.

Ulrich and Odd zigzagged through the throng of panicking humans, looking over their shoulders once every few seconds to chart the progress of the monstrosity. The German boy was busy worrying about Yumi and whether the love of his life was still alive.

Ahead, the army had just arrived after at least a thousand reports jammed the police lines on a giant 'thing' going through the city and obliterating everything in its path. Already there were reports of several dozen people dead, and hundreds more injured from debris raining from partially destroyed buildings. Tanks blocked the main street, which the Kolossus was walking towards, followed by an assortment of soldiers with various forms of artillery. A squadron of jets soared above, circling the monster, but not deploying their ammunition until the command was given to do so- the evacuation was still in progress, and the military forces were reluctant to take any more human lives than necessary.

Something roughly pushed into him, and he fell, taking down several people behind him. Angry howls sounded as downed citizens vented their rage at the teenager before taking off again. Ulrich recognized one of them as the man who he had ran into a few minutes ago, awkwardly shuffling in his too-tight business suit. Believing that he had done the deed, he knocked the man's legs out from under him, causing him to tumble and receive his fair share of resentment.

Shifting his head, he looked behind him, only to find the evil-looking woman from earlier wrapping her clawed fingers around a leg and dragging him backwards. He hastily called for Odd, and with a bellow, his friend came barreling towards him, parting the crowd easily, which was surprising, given his scrawny form.

The specter was faster, however, and with a triumphant cackle, it shot its free hand out and curled its fingers around Odd's throat. However, the Italian-Norwegian boy brought a leg back and sent a crushing blow to its abdomen, forcing it to stumble backwards and release its hold on both Lyoko Warriors.

"Attention citizens of Boulogne-Billancourt!" an announcer shouted over a bullhorn, standing from atop a tank's turret. "Please evacuate the area as soon as possible, I repeat, evacuate the area as soon as possible!"

The specter righted itself within a heartbeat and was about to launch towards both boys, but was jostled by the horde of screaming, terrified humans. Soon, it was lost in the crowd together, trampled under thousands of feet. It's roar of fury carried over the yells of the crowd, but not over the screams of jets as they started firing at the polymorphic Kolossus with their machine guns.

"Clear the area!" The announcer shouted again before disappearing into the tank he had stood on a moment before.  
>"Ulrich, we need to go!" Odd yelped, pulling his friend to his feet.<br>"We can't!" Ulrich shouted back, staggering uneasily.  
>"What!" Odd shouted in his ear, nearly deafening the German boy.<p>

Ulrich shot Odd a glare and scowled, pointing towards the looming form of the Kolossus. Tanks were now firing their cannons at it, all aiming for the thing's heart- too bad that polymorphic specters didn't have one. Shells exploded as they made contact with the specter, followed by ground soldiers and armed jets firing various weapons at it. Regardless of the measures the armed forces took against the polymorphic Kolossus to prevent it from performing more damage, the monster did not seem to be affected by it, merely giving feral growls and swiping at the planes and tanks.

"There's not enough time" Ulrich spat bitterly, clenching his fists until his knuckles were white and his nails bit into his skin and drew some blood.  
>"I'll just have to make some, then" Odd sighed resignedly with a shake of his head.<br>"Odd, what are you-"  
>"Do you know how to drive a car?" Odd interrupted.<br>"Well... yes. Badly, actually, but-"  
>"Find a car with its engine running and go to the factory"<br>"I'm not leaving you! I won't lose another friend" Ulrich angrily replied, whirling around to face Odd.

Odd, however, smiled brightly as if their arch enemy wasn't trying a last ditch effort to murder the human race, playfully hitting Ulrich's back.

"Do you ever need to worry about me? I'm Odd the great, remember?"

Ulrich grumbled under his breath, but his mutterings were cut short as Odd pushed him into the remnants of the stream of evacuating people. He yelled in horror and tried to fight the crowd, but the moving bodies prevented him from turning back, forcing him to move with the flow of people. By the time he managed to edge out of the crowd crush and run back to the corner where they were a moment before, his best friend was gone, though freshly made deep impressions on the asphalt were there. The ground shook as tanks rumbled past him, following after the fighter jets.

Tears threatening to spill from his eyes at the possible death of another one of his closest, dearest friends, he turned away and did the only thing he could do at the moment- run.

**[Page Break]**

"All of Lyoko's towers are activated!" Jeremie declared resignedly in disbelief once more as he looked at the main screen, burying his head in his hands as he tried to figure out a strategy. "We'll never deactivate them all in time."  
>"Then how did my father manage to take control of one of the specters?"<br>"The supercomputer must have been overloaded with the current amount of programs it has running. XANA must have been paying more attention to that instead of the distraction specters he sent after us."  
>"What about the William clone?"<p>

Jeremie paused and typed a sequence of commands, bringing up three separate windows concerning the clone's functions, program coding, and the status of the tower that supported his existence. All were flashing red exclamation marks accompanied by wailing alarms.

"XANA deleted him."  
>"But why?"<br>"Resources. There's no room left on the supercomputer for him to do that." Jeremie realized, swiveling his chair around to face her. "Don't you see? XANA left enough room on the supercomputer for one person to go to Lyoko! He planned this as a secondary plan if he failed to kill you in the elevator! By sending polymorphic specters, he would be able to separate us and force you into the digital sea!"  
>"I have to go, then! They might not have enough time!" Aelita shouted, almost rushing down the direct hatch from the supercomputer lab that led to the scanner room.<br>"With the number of monsters swarming Lyoko, there's no way we'll even be able to get two, let alone all forty!"

Jeremie placed his hands on her shoulders, clutching her tightly as if to reassure himself that Aelita had not yet slipped from his life to fight a battle that she shouldn't have been fighting in the first place.

"There's no other way, then" Aelita affirmed, stopping her advance and looking sadly at the monitor. "We have to chance it"  
>"And risk losing you!" Jeremie argued back, his voice raising an octave higher than usual. "Aelita, if you lose all your health points in rapid succession, there's a chance of… death" he finished quietly, bringing his voice down to a whisper. "The way things are, I don't think we'll be able to deactivate one."<br>"Project Genesis" Aelita answered, raising a finger to halt Jeremie as he started his outburst. "I know it's unfinished, but I think I know how to code in the last group of digits- I just need some time"  
>"But how?"<br>"Trust me on this one" Aelita said as she gave him a small, sad smile. "It's a last resort if my first plan fails, but I know what I'm doing. Just virtualize me to the Ice Way Tower, and I'll start finishing it."

Jeremie opened his mouth, but his girlfriend's glare was enough to make him bite his tongue and stifle any form of disapproval. It was strange how she held that power over him, whether it was to get him to open up and talk to her or to silence him with a mere command or a fury-laced glare.

Aelita solemnly nodded and disappeared down the shaft directly leading to the scanner room from the computer lab. Paging through the list of contacts the supercomputer provided, Jeremie quickly called Ulrich after multiple failed attempts to call Yumi. Wasting no time, he started briefing the unfortunate status of the supercomputer to the German boy, hanging up after expressing his worries on their Japanese friend.

**[Page Break]**

A blue Ford Focus sat with its engine purring in front of an apartment, key still in the ignition, probably because the owner had fled the scene well before he or she could drive away to wherever he or she was going. Ulrich smashed the driver's side window in with a well placed kick, reaching towards the lock panel before realizing that the door was already unlocked.

"Smooth, Stern" he berated himself, opening the door and batting the glass away dismissively from the seat.

Shifting the car's gears to drive, he floored the gas pedal and steered the small car out of its parked position, barreling away from the scene of havoc. The streets ahead of him were littered with remnants of buildings, crushed into mere rubble. Small chunks of concrete fell from the damaged structures, impacting the car's hood and roof. Ulrich shouted in surprise and swerved to avoid fallen power lines.

Rounding the corner, he found a mob of people blocking the roads ahead as they fled. Impatient, he smashed a fist on the horn repeatedly until they had cleared a path for him.

He blew past them and soon found himself at the bridge leading to the factory. His foot tried to locate the brake, but accidentally hit the gas instead, and the car jerked as its velocity increased sharply.

"Not good, not good!" he panicked, turning the steering wheel this way and that.

The blue focus's tires screeched as Ulrich's frantic movements caused him to lose control of its movement momentarily. With a grunt of satisfaction at finding the correct pedal, he smashed his foot onto the brake pedal. The car skidded on the ramp before veering off the sloped structure, roughly landing with a large thump onto Yumi's mode of transportation, crushing it underfoot. Shakily, Ulrich exited the damaged car, not bothering to turn the ignition off as he sped towards the corridor.

Odd stared up at the polymorphic Kolossus, an ant compared against a giant. Opening his mouth, he sucked in the maximum amount of air his lungs could carry and shouted, waving his arms above his head. The Kolossus grunted as the squadron of jets turned around and peppered it with hot lead, ignoring the small flying objects for the even smaller target on the ground.

"We have civilian interference" Mike 23 called over the chatter. "Abort attack!"  
>"Great, not again" Juliet 16 replied, halting the rapid fire of his machine guns and steering the jet away. "It's crazy over here!"<br>"This is all SNAFU, it's FUBAR!" exclaimed an amused Mike 23.  
>"That's crazy. Crazy, I was crazy once. You know, I was crazy once and they locked me in a room with bugs... Bugs, bugs-" Bravo 961 interrupted, gleefully laughing.<br>"Ber? Is now the best time?" Juliet 8 snapped.  
>"T minus 10 minutes until we go hot and annihilate everything, including the city if we have to" Juliet 16 spoke grudgingly, instantly regaining the attention of his squadron mates.<br>"But what about the citizens?"  
>"The 45th Regiment has given them enough time to evacuate. We started evacuating 30 minutes ago. We have to stop that thing before it claims more lives. In the mean time, don't lose visual on the target."<br>"Maintaining visual on target. Target is moving at approximately 40 kph northbound."  
>"That's the city's power plant!"<br>"...Charlie Foxtrot..." Mike 23 muttered under her breath.

**[Page Break]**

A black blur shot out of the city amidst hundreds of panicking humans, but not one of them gave a second thought to the young Japanese woman speeding like a bat out of hell from the formerly densely populated area. They were too busy fearing for their own lives, clutching their children or meager possessions to their chest as close as they could. Some of them had even used their vehicles, their horns braying loudly as they rushed past the terrified horde at a dangerous 120 kph. Meanwhile, she had tried to keep to the outskirts of the city as much as possible, reluctant to look at the destruction XANA caused and fearing what would happen if the Lyoko Warriors ultimately failed in their job of protecting the world from the murderous AI.

The crowd began to thin as people turned towards another city located away from where she was headed, and gratefully exhaling at having to steer through less people, Yumi flew past them and onto bridge on the stolen bicycle, pedaling furiously and not stopping to look behind her. She fearlessly neared the end of the metal structure towards the ledge positioned at a perilous height above the factory floor. Just when disaster seemed imminent, she released her grip from the handlebars and used one of the four ropes dangling from the ceiling, coolly using her momentum to propel herself towards the elevator.

The bicycle, however, was not so fortunate; it plummeted and crashed onto the ground, scattering its more delicate parts onto the cold flooring. Relinquishing her hold on the rope, she allowed gravity to reassert itself on her and landed in a combat pose, ready for an assault. Seeing as there was none, she straightened up and headed towards the lift, only to see that both the car and cables had disappeared.

Crouching, she leaned over slightly, frowning when she saw that there weren't any rungs on the shaft from her location that would assist her in arriving at the lab. Grumbling angrily, she turned around and limped towards the corridor, unwilling to face any surprise XANA would pose.

**[Page Break]**

"Transfer Aelita" Jeremie barked, typing madly away at the keyboard. "Scanner Aelita…. Virtualization!"

The familiar rush of wind that mysteriously always seemed to be produced by the scanner blew right by her, ruffling her hair and clothing. The sense of disconnection from the world and weightlessness soon took over, leaving her as random bits of data floating in the void of the supercomputer before compressing and compiling them into a previously assigned form.

Aelita virtualized midair before dropping onto the digital ground below with a small grunt. 'Snow' crunched softly under her pink-clothed feet as she took a few hesitant steps forward, ears prickling and alert for any noise that happened to occur in her extended range of hearing. Seeing as there was no immediate danger in sight, however, she tested her body by placing her full weight on her legs and slowly moving her arms. Walking around in circles, pleasantly surprised when her fractures from the real world hardly had any effect on her Lyoko form, Aelita halted her examination of her incarnation, thoroughly pleased.

Despite what Jeremie had informed the group earlier, Lyoko seemed to be devoid of any life other than her being. Calling up her second sense, she gazed over the vast icy areas that made up the Ice Sector, soaring over the landscape, searching for even the tiniest sign of digital life. There was no way that XANA would allow her to be virtualized on Lyoko without any sort of resistance. Her blood was pumping swiftly, and she was eager to battle something, anything. Heck, she would even settle for a measly Kankrelat if it would do her justice to alleviate her fears.

Recognizing William's digital signature, her eyes snapped open and she broke the connection instantly. He was near... very near. There was no doubt that the rest of the Ice Sector and Lyoko was crawling with monsters too.

An all too familiar crackling sound of super smoke reached her elf-like ears, and she whirled around, only to be greeted with the possessed William and the horde of monsters following behind him. He wore a derisive smirk and held his Zweihänder out in front of him, with the tip pointed at the princess of Lyoko.

"Hello, Aelita. We've been expecting you" he greeted, gesturing to the abundance of technological terrors.

Aelita did not respond, instead shifting into a defensive pose, charging an energy field and narrowing her grass-green eyes in concentration. She didn't even flinch as the ground shook violently under her, nearly causing her to fall on her back. Behind the rows of Tarantulas was the real Kolossus, waiting near the Ice Sector's way tower in anticipation. Aelita was grateful that XANA didn't bother with sending a Guardian her way- it would have made matters a lot more difficult.

William straightened up with a smirk and held out his free hand, charging a ball of black smoke in his hand. If memory served, Aelita never was able to defend herself against him alone for a long time without becoming overwhelmed. This battle would be an easy victory for XANA, as well as serving to kill two birds with one stone; destroy Waldo Schaeffer permanently, and wipe out any resistance Team Lyoko posed.

For what seemed like an eternity, both Aelita and Team XANA stared each other down, daring each other with their eyes for the other to move. Aelita's hands were clenched into fists and her muscles tensed in anticipation, while William simply looked confident enough with the advantage he had.

Finally Aelita moved, sprinting across the icy plateau. Laser fire flew in all directions, nearly clipping her. In response, she threw her charged energy field behind her. A Tarantula narrowly avoided it by ducking, but the Krab behind it was not so fortunate. Pink sparks raced across its red armor to penetrate and scramble the delicate coding that lay beneath the protective shell. It groaned loudly before collapsing onto its front and exploding into hundreds of pieces that flew everywhere, damaging its tightly grouped compatriots.

Leaping to a sizable boulder for cover, she was knocked off course by William's super smoke ability. Yelping in surprise, Aelita tumbled and slid across the surface to land in a prone position. An internal life point scan- something she rarely had to call up- alerted her that she had just lost 10 life points to the little stunt her enemy pulled. Peering behind her, she saw that she was no more than 5 meters away from certain death; the calm blue waves of the Digital Sea rolled and splashed.

Thoroughly irritated, she rose to her knees and glared in the possessed teenager's direction as he raised his hand again, preparing yet another super smoke to send her into the digital void. William advanced on her, the warmongering general leading his army into victory. Angry emerald eyes met coal black ones.

Baring her teeth savagely, Aelita backed up towards the plateau's edge, a plan already forming in her mind even as William and the hundred or so monsters gathered around her, penning her in. A foot slid over the treacherous surface, nearly carrying its owner into the bowels of the digital void, and Aelita worriedly looked over her shoulder. Sucking in her breath, she back-flipped over the edge of Lyoko, allowing the sensation of free falling to claim her as the digital sea grew closer and closer.

William stepped to the edge and hurled a couple of super smoke shots at her descending form to negate the possibility of her being able to pull any stunts, growling in frustration as she managed to avoid them. Jerking himself back up, he summoned his Manta, leapt onto it, and ordered the other monsters to stand guard and wait in case she swooped up by the other side of the plateau.

Aelita activated her wings and struggled to pull herself out of the dive, forgetting that with the computer so heavily loaded it could be a bit laggy. Straining her wings and body, she slowly changed her angle of descent as the Digital Sea rushed up to claim her.

William pulled at the smoke reigns of his mount and urged it higher, declining to simply chase Aelita down to the digital sea. Instead, he circled high above and waited patiently for the girl to climb back up.

With precious centimeters to spare, she leveled out and then pulled into a steep climb. She flapped her wings hard, maintaining her speed even as she climbed and finally shot past the plateau much faster than the monsters targeting routines had accounted for. Laser fire flashed beneath her while she rolled over in the air and swooped down for a strafing run.

William smirked as the girl tossed energy fields as the monsters below her like a trained bomber, too absorbed in riskily pressing her luck and taking advantage of their slow response times. He pulled at the reigns and banked the manta hard, turning a tight circle in the air before aiming down at Aelita. Unable to maintain the steep descent and accurately throw his large sword, he gave the command to his manta to fire.

"Behind and above you!" the static-filled and panicked voice barked from the sky a split second before she felt the impacts.

Aelita tumbled to the ground and rolled several times; her back still stinging from the two hits, but there was no time to sit still. She bolted upright and jumped to the side, rolling completely over and blasting the Tarantula she found herself under. A red sheet of energy sliced towards her and she rolled her body over in the other direction abruptly stopping as she hit one of a small pack of Kankrelats and was forced to run again in search of cover.

Panting, she took refuge in a small cave, clutching her wounded arm as bluish white static raced up and down it, hoping that Jeremie's regeneration program was functioning properly, she was comforted as Jeremie reported that she still had 60 life points left, now increasing at the moderate pace of 5 life points per minute. Deciding that she needed to know, she risked the safety of the remainder of her life points to peering out of the cave. She saw wave upon wave of similarly-colored monsters approaching.

Frowning as she realized the smaller ones could enter her hideout, Aelita nervously bit her lip. Panic flowed through her digital veins, and her mind rapidly processed the incoming data at a speed that would daunt even the most powerful computer systems in this day and got the better hold of her, blocking other forms of logic from her mind.

Sucking in her breath, she collapsed to her knees, held her hands out in front of her in a praying stance, tilted her head upwards and began to sing a single note that resonated throughout the entire Ice sector. The air trembled as her power exploded outward, shooting past everything it passed. The monsters stopped as the vibrations from the Princess' power reached them, increasing as the Princess of Lyoko increased the note's magnitude. The very ground under them shook as if it were experiencing a major earthquake.

Large cracks formed on Lyoko's surface as the tremor's influence reached its zenith. Shards of virtual ice flew into the skies as the ground shattered with a series of violent explosions, revealing the softly glowing white wire framing beneath for a moment before it disappeared as well.

Crying out in shock and terror, monsters by the dozens rained down from the gaping hole in the ground into the Digital Sea. Streams of white light shot up from where they fell, momentarily blinding all who looked upon it. A fifteen foot encircling perimeter was soon rent around the Princess's hideaway, protecting her from the majority of XANA's remaining ground forces.

Aelita sank to her knees, clutching her stomach as her health was suddenly halved from the effort and biting back a groan. Her form throbbed with exhaustion, and her core pulsed rapidly with the effort. She nearly fell on her back in relief to find that only a dozen Blocks, three Megatanks, five Tarantulas, four Kankrelats, ten Mantas, the Kolossus, and only two squadrons of Hornets remained, but with William and the giant still out on the playing field, the battle had not yet been won.

William growled in frustration as he observed Aelita's little stunt wiping out more than half of his forces, and redirected his air force to patrol the area above her little hideaway. How could he have not expected this from her? He was her better! He was the best fighter on Lyoko! He had triumphed over _their _best fighter in sword duals over and over again!

Aelita shakily got to her feet, leaning against a wall for support as a sense of fatigue threatened to overwhelm her. Darkness ate at the edges of her vision, but she roughly pushed it aside and forced her body to move. Even with the hornets, she figured she had a better shot at surviving and winning in the sky so with a swipe of her hand she summoned her wings and launched herself skyward.

Aelita zoomed through the air, performing flips and barrel rolls as hundreds of lasers shot towards her while attempting to avoid the possessed William, who was currently pursuing her in his favored form of dark vapor, at the same time. Grunting with effort, she pressed her wings to work harder and flew higher in the air, her enemy following her every move.

Together, as if they were performing a unique and timeless classical dance, they flew through the air, performing elegant rolls and twists. Aelita knew that she couldn't keep this up forever though. Mentally envisioning the four hundred foot mark above the icy landscape, she suddenly changed tracks and swerved to the ground, passing through William's gaseous form as it skidded to a halt, confused beyond all belief. Shaking with unsuppressed fury, William took after her retreating form, pressing his own limits and shooting into the sky like a bullet, a sinister plan formulating in his head.

**[Page Break]**

Jeremie flinched and looked wildly around his surroundings as the building shook violently. Looking up, two sapphire-colored eyes narrowed as small bits of metal and more than a few rivets shook loose under the vibration as the giant took one lumbering step after another, the small 'tink' noises of metal falling onto a metal floor drowned out by the metallic vibrations and ominous groans of the old structure.

He looked one last time at the controls of the supercomputer then opened his mouth to speak, his voice oddly calm despite the maelstrom of worry and fear that gripped his chest.

"Aelita... I think the Kolossus is here and I... I have to find some way to deal with it. There's..." He paused and wished he could say something that wouldn't make him sound like a coward, but there wasn't anything. He wasn't exactly afraid to fight but at the same time it just wasn't what he was good at. "There's no one else here so..."

"I understand... Good luck and Jeremie? Come back to me."

She stole a moment to access Lyoko's connection and actually look at his face despite the equally dire situation she was in. The deep lines of worry, the bruises on his arms and how he winced as he drew breath. She closed the connection, his expression was more than she could take. He was going to fight to the death and no matter how much he wanted to, he wasn't expecting to come back. Turning her attention back to the monsters in front of her, she re-doubled her effort. Focusing on programming XANA's end if she ever reached the Way Tower as a means of taking out her emotions over the loss of yet another friend and... the one she loved.

With an ungraceful, clumsy gait, he ascended the rungs built into the lab's walls and practically flew through the seldom-used corridor, nearly falling on his face as the shaking intensified abruptly.

A lone bicycle lay on the factory floor with its gears scattered around the frame, a strange sight to behold if one had noticed it. Jeremie, however, did not. He was too busy ignoring the car that was parked over it and looking at an unwelcome presence that decided to greet him- before completely obliterating him, that is.

The bridge crunched and dangerously swayed as the other Kolossus first set foot on it. The accumulated dust gathered over time in the tiny crevices of the metal structure was shaken from its resting place and scattered onto the Seine River below. Jeremie scowled as more of its hulking form appeared through the window of vision the large factory entrance allowed him and wonder how nobody had noticed it.

Outside, the Kolossus was even more frightening up close than it was at a distance. Panic threatened to overcome the genius as he realized the scale of the situation. The bridge creaked and groaned as the Kolossus put its full weight on the aging platform.

With a loud CRACK, the structure split into two, sending it tumbling into the water. A tidal wave of the muddy water sloshed against the island, staining the yellowed concrete brown. The rest of the bridge, supported only by a fraction of what was needed in order to keep it in place, collapsed, slamming into the monster and enraging it further.

It bellowed as it slowly righted itself to its full height, regained footing on the island, and crashed through a factory wall. Glass from the Cathedral hall shattered and fell onto the ground, glittering in the light like diamonds.

Its crowned head swiveled to meet Jeremie's gaze and it lumbered after him. Its crown of branch-like structures scraped against the sky lights, causing it to be distracted momentarily by them as more glass shattered and rained down upon him. The rivers of fire that acted as veins seemed to change, the bubbling lava growing redder and more active as it raised a fist into the air and brought it down.

Jeremie backpedaled and avoided near death, his mind formulating a plan as he raced towards the direction of the corridor. He knew that specters liked electricity least, and a power source in the factory that could probably generate enough electricity.

From the Cathedral hall, he had to go through the secondary machine room, and climb up stairs to the control room before heading back down to the turbine room. He shuddered- he hated going through the machinery rooms as well as the boiler rooms after incidents involving a deadly robot that could shoot bolts and nuts, exploding pipes, and nearly being torn to pieces by the car-making machines XANA possessed.

Shuffling like an obedient zombie, the Kolossus trailed after him, destroying the doorway that led to the secondary machine room in its pursuit of the boy. Scanning Jeremie's retreating back, it was pacified that the amount of damage it had already done had taken its toll on the overstressed teenager, adding to his lack of physical strength.

Jeremie looked behind him when he heard the footsteps stop and cried in terror as he saw the monster rip a huge chunk of concrete from the floor and toss it in his direction. He altered course, diving towards the ground just as the matter sailed through the spot where his head used to be. The polymorph beat its chest angrily with its fist and renewed its pursuit, speeding after the boy.

Halfway to his location, however, the problem with 'Running away so the monster follows' plan was obvious. He wasn't an athlete at the best of times and injured as he was now, he wasn't going to even make it to the control room before the giant caught up with him. He needed a new plan and he struggled to come up with something. There had to be a means of dealing with this monster. But in the past, the only thing that had proven really effective was a heavy, unexpected blow or an electromagnetic pulse. The idea of him hitting the Kolossus with something hard enough to damage it was absurd and he doubted that even if he had a car battery it would be enough energy. An idea suddenly popped in his head, and Jeremie smiled. The Turbines probably had enough energy to shock it and disrupt it momentarily!

**[Page Break]**

With the fighter jets making wide circles above, their pilots distracted as they waited for further orders as their pilots frantically conversed with each other and the squad leaders directing the assault while staying away from the Kolossus as much as possible, Odd baited the monster to continually follow after him. While he knew that there was a nuclear power plant in nearby Danpierre, it was too risky to attempt- it was a far too stupid of an idea, and there were thousands of lives Odd loathed to account for. Instead, he had hightailed it to the power plant that supplied the city with most of its electricity.

With the dexterity of a cat, it dodged another of the Kolossus's attempts to pound him into the ground, executing a forward roll before springing up and continue taunting the monster. He looked up and smirked as the Kolossus ignored the jets as their pilots armed the missiles, the deadly payload ready to be released.

30 meters... 25... 20... 15 meters left to go, and once again, Odd Della Robbia was an Olympian competing in a race for his life against his opponent!

The electrical power plant loomed ahead, massive towers encircled by barbwire laced gates. Odd pressed his back against the gates, and waited patiently until the monster had caught up with him, only moving aside when it swung its massive arm towards him.

The gates fell as the force of the attack propelled them into the air, and Odd ducked under the wrecked remains of one, heading towards the more dangerous equipment. Impatient to finish the job, the Kolossus stomped towards the jokester, its tunnel-vision locked onto nothing else except for the adolescent.

Missiles hissed as they were released from their rails and shot through the air, locked onto their target as specified by the pilots.

The Kolossus raised its fist and smashed it into the electrical facility without a second thought other than destroying its hated foe. Instantly, arcs of energy appeared between the damaged equipment. Sparks showered from the transformers and electricity snapped and cracked as it traveled through the Kolossus. The electrical intake, combined with another force eliminating its benefactor, was too much for the polymorphic specter to handle; with a tortured groan, it fell backwards before dissolving in a large puddle of purple goop, which was already sizzling away into billions of pixels.

Odd screamed as electricity flowed through his body. He knew what would happen, but the pain was more intense than he had ever imagined possible. His veins were on fire, his mind was on fire, and his body was on fire, fire, fire, _fire! _It hurt to breathe, it hurt to think or try to talk. Everything stung, and his body trembled as the current passed through his systems. His heart beat out of rhythm as the electric current passed through, pumping blood erratically.

With one last, sad grin, Odd the great fell to his knees and collapsed forward, taking a small satisfaction in knowing that his job was done and that his purpose was fulfilled, even though his true destiny was never realized. He was already dead before he hit the ground.

The deadly payload incinerated the area not to soon afterwards, leaving no trace of monster nor boy in the wake of its destruction.

**[Page Break]**

'...Where did he go?' Aelita mused, her head swinging to and fro to locate her enemy. Her internal sense that connected her to this digital world warned that he was still on Lyoko. Seeing him nowhere, however, Aelita allowed herself to partially let her guard down and continued on her way; she could see the red smoke that surrounded her target, the Ice sector's Way Tower.

William silently floated far above her range of hearing, matching her exact speed before shooting towards the bemused Princess of Lyoko. Reverting to his physical form, he shouted a war cry as his feet connected solidly with her back.

Aelita squawked as she lost altitude, the remainder of her wings desperately flapping before they dissolved into digital coding. William grunted and wrapped an arm around her neck, the other snaking around her waist and gripping an arm as the ground rushed up to meet them. She squirmed and struggled in his grasp, but the possessed teenager merely held on to her tighter, his grip painful on her wrist as his influence threatened to shatter it. Aelita shrieked as her body, dragged down by William's weight, felt the full force of the icy ground and lost about fifty life points in the process.

Aelita moaned in pain, and clawed at the digital ground, dragging her damaged, prone body away into a small tunnel hollowed out of a mountain of ice and snow. William smiled evilly, stood upright from his crouched position and walked towards her triumphantly. Aelita yelped as something snaked around a leg halfway into the relative safety of the tunnel and pulled her roughly, dragging her back into the fray.

A boot clad appendage struck Aelita's back once more, stopping her from fighting back and essentially rendering her helpless. With a sweep of his gloved hands, Aelita was hanging a foot off of the ground, upside down and hissing in pain as William tightened his grip on her leg.

The dark prince of Lyoko smiled, and smashed her into their surroundings repeatedly at his own leisure. Aelita tried to wriggle out of his hold, but he merely held on tighter and slammed her harder into a sheet of ice protruding from the ground. Aelita moaned in pain as her vision became blurry and spots began to dance in front of her eyes. It was getting harder for her to concentrate and her digital form began to flicker- signs that her life points were dangerously low.

'15 LP' her internal sense chirped immediately; incessant alerts on her current health were urging her to retreat to the nearest tower to recuperate.

Satisfied, William released her from his grasp and allowed her body to slide down the ice sheet before pinning her stomach against it with a foot. Summoning his sword in his hand, he raised it above his head and swung.

Through the thick haze of confusion, Aelita could see a flash of silver coming towards her and panicked. Without thinking, she conjured a weak energy field and shot it towards him, striking him in the chest and knocking him off balance. Without waiting for him to regain his footing, she fled towards the nearby Way tower, ducking and dodging potshots made by the surviving monsters. Her body melted into the tower base's surface as the structure allowed her to pass through, just before the Kolossus's knife-like arm came crashing down soon afterwards.

**[Page Break]  
><strong>  
>Jeremie burst into the control room, immediately going for the panel that controlled everything within the factory. It was covered in a thick blanket of dust and grime over the years of disuse, and Jeremie shook his hand in distaste, wiping the mess on his slightly less dirtied shirt.<p>

With no time to waste, he flipped several switches without caring which one he activated, and heard a buzzing sound from below as the machines powered on. The several dozens of screens in the room flicked to life, showing grainy images of various locations in the factory. The panel's dust covered lights soon began to softly glow an array of colors ranging from scarlet, yellow, and green.

"No, no, not that one..." he muttered to himself, grabbing onto the object nearest him for support as the room shook. An infuriated roar below him reminded the boy of his dire predicament, and he set off once more, hurriedly going through the mess of switches as the Kolossus tried once more to knock out the supports from under the upper levels of the factory, having lost its prey somewhere between the travel in the machine room. "This one?"

A blender whirred to life behind him, and Jeremie groaned in exasperation, immediately switching that circuit off.

"Come on, come on, I don't have time for this!" he pleaded, his face brightening as the factory began to rumble once more as the turbines started to warm up. "Yes!"

His victory was cut short as the room started to shake again as the Kolossus started to get angrier and angrier, thrashing wildly and pulverizing almost anything that it could 'see'. The overhead ceiling fixture, already loosened by the lack of maintenance, was shaken out of its hold and crashed onto the ground, missing the boy's head by mere inches. Pale faced, Jeremie turned around and ran backwards, just as the room began to slant when the Kolossus took out yet another two support beams.

**[Page Break]**

Yumi flinched as she heard a crash behind her, pressing herself faster despite her exhaustion and terror. Hearing the door slam open and footsteps echo in the corner not too far from her, she silently hid behind a myriad of pipes in the nearby boiler room. Footsteps echoed behind her as Jeremie ran through another corridor- after spending a lot of time in the factory, he had learned where the shortest routes to another location within the abandoned factory was and could bypass the potentially hazardous boiler room altogether.

Light streamed from the factory's dusty window panels, and Yumi shied her body away from the light. The charms on her bracelet softly clinked together, and caught the pale sunlight, casting small rays of light to skitter across the factory's interior.

Various clanging sounds and unearthly screams echoed around the factory, and she frantically looked about, hurriedly clasping her hand around Ulrich's gift and removing it, holding it in a clenched hand.

Jeremie's footsteps soon faded altogether, and she breathed a silent sigh of relief and unclenched her hand slightly, but waited for 5 minutes, just to make sure whatever made that noise was gone. It was better to be safe than sorry after all, right? She was about to exit her hiding place, however, another set of footsteps thundered nearby her.

Panicking, she tried to retreat back into her hiding place, but found her foot stuck in between pipes. Who or whatever it was, it was getting closer, and at a dangerously fast speed.

The footsteps suddenly stopped a mere meter from her just as she wrenched her foot free, and Yumi turned her head to face... Ulrich.

The German boy scowled, and tightened his grip on his weapon, narrowing his eyes at Yumi and baring his teeth a little. Yumi searched her friend for any signs that he was the Ulrich she loved and knew, but his eyes had the malicious, shiny gleam of an angered, murderous, and bloodthirsty human.

**[Part 5: Blood Harvest, the Sacrifice]**

"Aelita," Waldo gently commanded inside of his daughter's head through Lyoko's connection. "Run Project... Genesis"

It was time.

Aelita uncertainly made her way to the center of the infected Way Tower and allowed the tower to carry her upwards. Blue data streams flew by her, but she paid them no heed. By small increments, she felt both of her life points and strength begin to regenerate, aided by Jeremie's sublime programming skills.

Lightly landing on the second level of the tower, Aelita wasted no time in beginning to log in and access the tower's database.

'Identification?' the tower prompted instantly, as if displaying a degree of human impatience.

Aelita pressed her hand upon the blue screen in response and retracted it, leaving only the ghost of her hand print onto the interface.

'Aelita' it typed out, recognizing the digital signature of the elfin princess, 'Code... Lyoko'

With that, the Way Tower reverted to its natural, neutral state; a white haze replaced the red smoke fumigating from the top of the virtual structure. In the real world, three specters screeched as their connection to the host server was cut off before they could lay hands on Ulrich- each of them pixilated shortly before exploding into thousands of fragments. Aelita immediately sorted through the various streams of data, running several key programs at the same time.

The tower shook violently under the weight of the Kolossus turning around to face it. Aelita looked around, terrified, before forcing herself to continue working. A new program appeared on top of the programs she was already running, and Aelita smiled slightly after recovering from her mild shock of surprise, recognizing the digital coding of another virtualized entity.

"Thank you, daddy" she whispered before her fingers lightly danced upon it, setting its parameters on which incoming and outgoing second and third party data could permeate through it and redirecting some power from the supercomputer to run it. "Activate firewall" she then commanded to the tower, and a white dome of energy immediately formed around the tower, protecting it from harm.

_Third party firewall activated on November 10, 2007, at 1630, Lyoko Tower #6 from unknown source_

William loudly snarled as he saw this happening from atop the Kolossus' shoulder and commanded the paltry remainder of his forces to attack. Mantas screeched as they circled around the glowing white dome, charging up their lasers and blasting it relentlessly. The Kolossus raised its sword-arm and slammed it with all its might against the shield, but it steadfastly held. "Again." William commanded, causing the Kolossus to withdraw its sword like arm and swing it at the tower. "AGAIN!" William growled impatiently as the force of the arm hitting the tower reverberated though the monster.

_Identification: Aelita_

_Status: Running Program Genesis_

_Placing lock on specified entity_

_Entity frozen_

The firewall around the tower began to buckle under the unrelenting force of the Kolossus, and white fragments of it fell to the icy ground below to shatter into uncountable pieces. Suddenly, ice began to grow around the Kolossus, gleaming brightly under the virtual sun as it started to curl around its legs. Aelita growled under her breath, growing more and more frustrated as the codes she input were not working properly.

_Critical Error in program: Project Genesis. Execution failed due to unknown error._

"No!" Aelita called out in frustration, her eyes flitting to the display that held the tower's firewall energy level. Another window caught her attention.

_Request from user: Retrieve data packet from C:\Program Files\Lyoko Administrator Files\Aelita\Carthage_

She quickly complied, opening the indicated file and allowing the file to be transferred through the firewall in its entirety.

_Processing..._

_Request accepted._

_Processing..._

_Files processed. Beginning transfer of files._  
><em><br>Copying ..._

_Estimated time to completion: 2 minutes_

**[Page Break]**

"You're not Yumi... you can't be Yumi" Ulrich growled angrily at the black clad, black-haired female form in front of him. "She sacrificed herself to let all of us get to the factory!" He yelled even as he blinked away the tears that had started to form at the thought of her brave sacrifice.

Ignoring the 'specter's' protest he swung the pipe, batting aside her hands and landing a crushing blow on her shoulder. With an obviously faked grunt of pain it stumbled back and shot its left hand back, bracing itself against a pillar to avoid falling to the floor. He closed in, knowing that even such a hard blow wouldn't keep a specter down.

"Ulrich, please." She pleaded, her weary mind and battered body tensing in case she was going to have to try and defend herself. His eyes were on her right wrist, and she suddenly realized why. She pushed off of the pillar and began the painful effort of raising her right hand, still clutching the bracelet. He had to see that she was no copy. "Ulrich, look-"

Ulrich was ready, anticipating the attack that he knew was coming. With a hard shove he rammed the pipe into 'XANA's' chest with all the strength his battered body could muster. Fueled by cold rage over the specter's trick and the raw pain of Yumi's loss and her final words to him, he rammed the specter back against the steel post it had tried to use as a launching point and then backed up a step, smirking cruelly as it collapsed to the floor groaning. He stepped towards the form on the ground and reached out.

Yumi's eyes went wide from shock and pain as the object wielded by her beloved penetrated her chest. But worse than any amount of physical pain was the feeling of betrayal. Ulrich had killed her, and by the looks of it, he was enjoying it. A horrified expression crossed her face as Ulrich reached out for the pipe. She shook her head no, fear evident on her face as she gathered herself for one final act. He had to understand, she had to tell him one last time.

Ulrich grasped his only weapon and ignored the feeble attempt of the clone to grab at it as he yanked it free of the specter. A strangled, gurgling cry of pain made him turn his head away, unable to take being reminded of how the real Yumi had likely died. The spray of crimson liquid which continued to drip off the end of his weapon began to break the fog of battle. He looked back down at the collapsed, bloody heap on the floor and gasped as the lips moved one last time, the words lost in a frothy red foam.

Yumi struggled to get the words out with her last breath, the catastrophic damage to her body making it nearly impossible. Blackness closed in around her, her final vision of the world a blurry Ulrich looking down at her, slowly realizing the truth of his action and never hearing her words of love and forgiveness. The blackness became complete, her only vision that of memories of a life cut too short playing out in her dying mind before there was nothing. Her body went completely limp, the dark liquid that once sustained her life forming a growing pool on the metal floor. The hand that still clutched the bracelet fell limp and the fingers splayed open, displaying the bracelet that once been her most treasured possession on her now-lifeless palm.

Ulrich watched the light streaming from the dusty windows above dancing over the bloodied metal in slow motion. Her bracelet, the very item he had given her not too long ago, the purest symbol of proof that it was the real Yumi... He staggered backwards, his mind racing with possibilities that would absolve him of this. He willed then wished the bloody mess to pixelize and reform, laughing at his trembling form before lunging at him. He closed his eyes but snapped them open, Yumi's look of betrayal haunting the darkness. Completely numb to anything, his trembling became a violent shaking and the pipe slipped from his slack fingers. The ringing sound of metal falling onto metal failed to register as anything but a dull echo of a sound.

In the darkness of the factory, several specters looked up, the sound giving them something to locate their prey. Within milliseconds the acoustics had been calculated, the center point of the sound located to the millimeter. Dark shapes converged to find the Lyoko warrior's greatest fighter muttering apologies and walking slowly backwards, heedless of the danger he was in.

Too numb to feel anything beside the torture of knowing he'd killed the one he loved, Ulrich didn't feel the first blow. Nor did he feel his landing as the white bone of his femur punched through his skin. Hollow, almost lifeless eyes watched the specters come in for the kill. His father was right, he was a failure and no good to anybody, worse than useless in fact, seeing as he had killed the one he loved most. White hot pain broke through to his already tortured mind but as his world faded away to nothingness and memories played out before him he smiled slightly. Yumi's final message had been lost to his conscious mind, but he had recorded it. "I still love you" was almost inaudible even in his memory, but it was there.

**[Page Break]**

Jeremie stood in front of the whirring turbines, apprehensively staring as the Kolossus burst through the large double doors, creating a rather spacious entrance. A copious amount of gas cans that fueled a backup generator behind the turbines were scattered about the room, unneeded by the various looters and vandals that had broken into the abandoned factory.

The Kolossus stepped towards him, eying the boy hungrily as it leered menacingly at him. Jeremie stepped forward, puffing out his chest and standing his ground with his hands balled into fists.

Once more, XANA felt a twinge of satisfaction and pride towards the prodigy; the boy was running, yes, but towards his responsibilities and problems, not away from it like another cowardly human would. He had first had a sense of this when the boy had turned on the supercomputer and was determined to extract Aelita from Lyoko at any costs- not even the threat of death could faze him.

Jeremie leaped from his spot as soon as the Kolossus charged at him, landing safely near another turbine. His plan to electrocute the Kolossus by means of turbines was failing, and he knew it. XANA wasn't that dumb, and had refocused his attacks on this monster, making it slightly smarter than the other beings he usually sent after them.

Even through his cracked glasses, he could see a grey box on the wall beside an object he had taken to studying recently. There was a large, industrial power transformer that was just visible out of the corner of his eye and he formulated a new plane that he hoped would succeed. Maybe, if it was live and he could make it explode, it would hold enough power to take out the Kolossus while the metal structure of the factory and supercomputer lab protected the system from the electromagnetic pulse. It was his only option and he changed course, somehow managing to use the hope of his plan to fuel his running; he ducked as the Kolossus attacked once more and retreated to the wall and began messing with the controls, powering the device up.

XANA could see what he was doing and moved to destroy it before the boy could use it to his own ends. The monster stomped towards the genius, the floor shaking and cracking under its weight.

One of the turbines, overworked and unused to the demand for energy, violently exploded. The Kolossus screeched, its unnatural howls and wails echoing off of the high ceilings and bare walls of the factory as its coding was scrambled from the explosion. XANA wrestled with it, attempting to regain control of his creation as it flailed about in agony, destroying catwalks in its throes of anguish.

Scooping a pipe from the wrecked catwalk off of the ground, he wedged it into the padlock and pulled down with all his weight, until he heard a loud pop and fell unceremoniously to the ground. Picking himself up quickly he suppressed a shout of joy when he saw the body of the lock was no longer attached to the loop of metal. He opened the panel and started moving his head around, trying to read the faded lettering and schematics on the service panel. He had to be able to set up an overload and old transformers like this must have had manual controls for factory or utility workers to tune and test. He found what he needed and quickly made adjustments, his shoulders sagging as the aged machinery seemed to do nothing.

The Kolossus rounded the corner to see Jeremie frantically playing with buttons and rusted switches and levers. It approached the teenager and raised its arm to strike. Below it, unknown to both specter and human alike, an old spring finally tore free and snapped into position, allowing a short circuit to form to an emergency grounding rod. Power spilled through the transformer at a rate far in excess of its rated capacity. A deep thrumming noise began to play as the old coils vibrated under the intense magnetic forces they were creating.

Jeremie heard the noise and ran away from the giant metal box that housed the transformers. The Kolossus altered its blow, sweeping its hand across the ground to sweep Jeremie into the metal side of the building to crush him. Not for the first time he screamed in terror as he was swept up and propelled towards the unforgiving grey metal. He squeezed his eyes shut, unable to watch his inevitable demise.

Green light bloomed from the transformer as the oil inside vaporized and current arced. The metal shells of the transformers exploded outwards as the coils tore themselves apart, releasing all the stored energy in one blinding flash of light. The Kolossus flickered and it's form filled with static as the wave of interference washed over and through it, scrambling the coding of the specters as it blew them apart.

Jeremie sailed through the air under the influence of his own inertia, his body twisting slightly as the structure of the hand that was propelling him dissolved into nothingness. His shoulder slammed into the building, the bone shattering as it absorbed the brunt of the impact. Blackness overcame the pain as the blond haired teenager slumped limply against the building and fell into a messy heap.

Several minutes of blissful unconsciousness ended with a slow blink of his heavy eyelids. The pain returned, a dull throbbing that blossomed back into the agony he had so recently learned to live with. Jumbled thoughts coalesced into an awareness of where he was, what had happened, and, most importantly, what was still going on. He gingerly picked himself up, still somewhat stupefied over having survived his encounter with the Kolossus.

Wincing, he took full account of his situation, realizing that he had completely broken his left arm in the process and probably broke a cracked rib from the fall. Groaning, he observed the sparks from the wrecked transformer still sparking, and his eyes widened as they landed on the gasoline spilled when the Kolossus crushed the gas cans underfoot.

Flames burst from the fuel source, crackling merrily as they leapt from the area around the transformer to other parts of the room swiftly. The fire moved dangerously close to Jeremie as the gasoline trickled towards him, scorching his skin and threatening to ignite his clothing. Holding his shirt to his face, Jeremie stumbled out of the room as acrid black smoke poured out through the room's openings.

It was getting harder to see and more difficult to breathe, the problem made even worse by the damage already present on the boy. Jeremie felt sweat bead on his forehead and cascade down his cheek as the flames drew nearer and nearer, and he wiped them away hurriedly. The flames lapped at the machinery in the room, flaring as they consumed and burned away at them, blackening their metal shells and melting the ancient, delicate circuitry inside.

The fire danced as more gasoline canisters melted under the intense heat and spilled their contents, greedily consuming the liquid. Jeremie yelped as fire suddenly sprung in front of his path, and he leaped aside and ran for the last exit available, wincing with every step as his broken ribs tore at his flesh and some bones from his shattered arm tore through his skin, glistening white in the lighting and letting blood flow everywhere.

Alarms blared as smoke was detected and multiple sprinklers activated within the factory, dousing everything with a healthy amount of water. The waterlogged Jeremie sneezed and wearily smiled though the anguish his broken arm caused as he realized that he had taken out one of XANA's major threats without any assistance. Still amazed at this monumental achievement, he gave one last look at the smoldering remains of the room before turning around and slowly limping back through the upper levels. After all, there still was a world to save.

**[Page Break]**

William smirked as the firewall finally began to show major signs of deterioration under the assault. While it was tempting to simply let the Kolossus do its work before the monster was completely frozen from Aelita's little trap, the destruction of the protective shielding caused by the monstrous entity would most likely mean the destruction of the tower and Aelita as well. He wanted the pleasure of eliminating Schaeffer's daughter reserved to himself. XANA seethed from within and argued against the boy's attempts at first, wanting her death to be from a swift blow from the humungous entity, but seeing the progress on the Lyoko Warriors, it reluctantly allowed William to freely kill her. In addition, XANA conceded to his wishes due to the fact that the Kolossus's movements were impeded, and the AI was plainly impatient.

By now, the ice was creeping around the Kolossus's arms, making it hard for the fiend to even move. William saw the virtual 'glue' start to form around his legs, and with a yell, he leapt from his mount and landed on the unfeeling ground below, leaving his pawn to its fate.

Storing energy in his massive sword, it began to glow a bright white. William yelled as he swung the blade, the energy discharging in the form of a crescent wave that collided with the whitish energy of the firewall.

With a small explosion, the firewall was shattered into thousands of fragments, which fell around the gathered force of evil like rain. Walking slowly, triumphantly, William walked to the base of the deactivated tower and phased through the digital matter, leaving only red ripples at the location where he entered.

_'Alert! Intruder detected in parameter. Contain or delete?_' the tower hastily wrote in a new window on the panel, the text urgently blinking in red.

_Delete._

Aelita pressed the flashing panel almost as soon as it had appeared without a second thought, pressing herself to work harder before _he _came.

Angered, William ascended to the tower, glaring daggers at the Lyokonic elf's back as she came into view. Silently, he landed on the platform adorned with a glowing white eye of XANA.

Aelita didn't even bother to turn around, already knowing he was behind her thanks to her elf-like ears.

He rose to the platform she stood on, an arm already greedily outstretched and reaching towards her menacingly.

Suddenly, he was encased in the white energy the tower produced and was writhing in pain as he was suspended a foot above the platform, unable to do anything. He growled and groaned as white hot pain coursed through his form, burning him to his very core- the place XANA chose as his place of residence within his slave's body.

The tower pulled at the teenager, ripping the AI from the body that it clung to and unintentionally hurting the host in the process. William- the real William- felt XANA's power push against the tower's will, struggling to maintain his hold on his weapon.

Turning back, the light blue screen now asked for her authorization for the final time, waiting patiently for the Princess of Lyoko to give the command for the end times.

She felt the rush of power as her very code was inputted into the system, becoming one with the multi-agent program, feeling the power of Lyoko in its purest form.

A familiar unseen power pulled her, and Aelita relaxed into its hold, allowing her body to float above the platform with her arms spread out. Her back arched, and her mouth opened as an angelic note once again sounded. This time, however, it ebbed and flowed throughout the entirety of the digital world, piercing through the very programming codes that created and sustained it. Violent tremors ran through Lyoko, and the vein-like structures XANA used to control towers now had white energy coursing through it.

Monsters shrieked as they were violently ripped apart into wisps of binary, the colossal monster presenting the majority of their brute force shattered through the ice encasing it and fell to the ground as XANA's control was eradicated from its body, a lifeless husk smoldering in the icy realm of the sector. Polymorphic specters in the real world wailed as their reign of terror was shattered. The Kolossus battling against the armed forces burst asunder, shattering windows and blowing away light infantry alike with a small explosion. Genesis shot through the networking, eradicating any trace of XANA and liberating the hundreds of supercomputers and manufacturing plants from the AI's grasp.

_User request: Change parameters to accept a third party entity._

...Request accepted

Accepting third party access by ID code: WFS1995

Access Granted to user WFS1995.

_Extracting files from administrator: AELITA_

The white energy began to swirl furiously around Aelita, beginning to strip her of her DNA sequence and transferred the information to the said third party without its knowledge. Another user soon appeared on Genesis's programming, assisting her with the last few bits and pieces of the end times. Within the strangle tingling feeling of the program's essence, she smiled, thankful for any assistance as Genesis's power accrued.

XANA, invisible to the naked eye, flew through the digital sea, hounded relentlessly by Genesis. The multi-agent program collided with XANA and slowly began to eat away at his coding, like acid on flesh. A bright purplish-blue sphere raced past its enemy, and recognizing who it was, XANA's 'mouth' opened and silently screeched, dark tendrils of hate reaching towards its creator before being shattered by Genesis's influence. The sphere too, was engulfed by Genesis's wide reach, but not harmed by it; the multi-agent program simply ignoring one of its benefactors in its quest for destruction as Waldo completely disappeared from the Digital Sea and the realm of the internet.

Meanwhile, William screamed and struggled against his bonds furiously, although his cries of discomfort were dwarfed by Aelita's song. Already, his legs were disappearing into shards of light blue pixels-a sign of his freedom from the evil program. It was excruciatingly painful to both boy and AI- ripping one parasitic entity from its host body was never a clean job. However, XANA jealously clung on to whatever power he still possessed, unwilling to die so easily without 'finishing the job'. The possessed teenager summoned his Zweihänder and gripped it tightly in his hands. With a demonic yell, he plunged the sword in between her shoulder blades, and with a tortured grunt, disappeared unto virtual dust.

Aelita felt the oversized cleaver penetrate her skin, looked down, and gasped. The tip of the Zweihänder protruded from her chest, menacingly glowing in the white energy. Her connection to Lyoko severed violently, and she was thrown to the ground, feeling the full effects of the blade without Lyoko's dulling effects. Darkness ate at the edges of her vision as wisps of energy were pulled from her, taking the necessary codes that Genesis needed in order to complete its duty.

Her head dropped onto the softly glowing floor panel, and she wearily closed her eyes as she started to devirtualize, peaceful even as a violent shaking took hold of the digital world. Genesis was fully integrated onto Lyoko, freely rewriting its objectives and processes. Computers would follow any program, no matter how stupid or outlandish it was, and she was fully aware of that.

A final thought graced the Lyokon before her pain faded away, and she completely disappeared from the virtual world.

Lyoko was committing suicide.

**[Part 6: Death Toll]**

Jeremie returned to the supercomputer lab, cradling his shattered arm and simply thankful for just surviving. Quickly scanning the supercomputer, his eyes widened as he realized Aelita's status and what she had done while he was away.

"No, no, no, no, **no**!" he mumbled to himself, nearly tripping over his feet as he hurried down to the scanner room

A sense of tranquility and well-being enveloped Aelita, letting the Princess forget her sorrows and her pains, and encouraged her to just lie in blissful slumber. She still couldn't feel anything wrong with her body nor any form of injuries. She briefly wondered where she was; she couldn't recall much since she had transferred some of the DNA sequence to her father. Since they shared the majority of their DNA, the supercomputer would accept it and use it to fill in the remainder of Waldo's missing DNA.

A voice penetrated the dark void of unconsciousness.

"Aelita" it whispered, echoing in the confines of the emptiness.

_It sounds so... familiar...  
><em>  
>"Daughter..."<p>

_Mommy?_

"Come back to me, Aelita"

_Where are you, mommy?  
><em>  
>"Come back..." Antea whispered again, though her voice was noticeably more muffled than before, and no matter how hard Aelita strained her ears, she could not hear the voice anymore.<p>

_I can't see you..._

She woke.

Cold metal pressed against her cheek uncomfortably, and she shivered. She was cold, colder than usual in comparison to when she devirtualized from the Ice Sector. Her body was a limp heap on the scanner room floor; when she tried to move even just a finger, it felt like it was made out of lead.

Aelita tried to open her eyes, but the world was too brightly lit for her liking, and it hurt her eyes and head. Intense pain seared through her lithe form, but the only sound that came from Aelita's parted lips was a strangled wheeze.

Distantly, she thought somebody had called her name, but she was not sure. She was lost in her agony, reduced to a curled up ball with tears freely running down her heavily bruised face. Wave after wave of excruciating agony washed over her, becoming more potent with every second that passed.

"Aelita?"

_It had to be a ghost. There was no way that he was alive._

"Aelita, please answer me."

_Jeremie was dead._

"Aelita, wake up!"

_The only love of her life was dead and gone; it was simply a ghost speaking._

Something warm pressed against her lips.

Her arm twitched. A cold hand gently took her free hand, lightly rubbing a palm against it. Her eyes opened, and she instantly regretted that decision.

Blood was spilled over the scanner room, bathing the bottoms of some of the walls, the floors, and the scanner she had just collapsed out of in a bright red.

Aelita was confused. She felt detached from her body somehow, like she was a bystander watching the scene unfold. Her eyes were clouded, and her mind could not think straight.

_Who was bleeding?_

An unholy shriek distantly echoed, loudly ringing in the poor girl's ears, and Aelita moaned.

_Who was screaming?_

A blue blur materialized in front of her, frantically trying to stop the bleeding by applying pressure and babbling something about how it would be all right and how they will be okay.

Emerald eyes widened as their owner realized that _he _was screaming and that it was _her _blood splattered all over the room.

Aelita did the one sensible thing any person in her situation would have done.

She screamed.

**[Page Break]**

Waldo Franz Schaeffer fell from his scanner and slumped onto the floor gracelessly, slowly relearning the workings of the human body, as well as rediscovering physical pain. His normally white, pristine lab coat was now reddening as blood- Aelita's blood- collecting on the scanner room floor stained it.

In the scanner that stood across from him was a bruised, battered, and unconscious William Dunbar, rescued from sharing XANA's fate at the very last second.

Waldo's vision was blurry, and his hearing was more subdued. However, through the fog that clouded his mind, he heard screams, and tried to turn his head in that direction, recognizing his daughter's voice as one of them.

There she was, an angel stripped of her wings and bleeding profusely in the bowels of hell, a place where a beautiful creature like her certainly did not belong. Along with gashes stemming from her near-death experience before entering the den of waiting lions, freshly made cuts decorated her back, legs, and arms where William had stabbed her and monsters had struck her with short, concentrated bursts of light.

Even with her accumulated disfigurements owing to the battle, her beauty still shone through her wearied face. Her appointed protector sat nearby her, pressing his palm against her gaping wounds, uncaring about everything else save for the life of the girl who fate crossed his path with. She squalled, and had struck him with a leg in her panic.

He faintly heard Jeremie whisper something to Aelita, and she quieted. The genius then started to hum a tune to her, and she hummed along with him, faintly vocalizing some of the lyrics in a hoarse whisper as the poem that had just materialized in his head progressed.

_I saved you,_

_I spilled tears for you,_

_Because that's what friends should do,_

_And we were so happy together, you and I,_

_Unfettered delight twinkling in your eyes,_

_Never even afraid to die,_

_You changed me,_

_And touched my soul..._

Instinctively, he brought an arm to his mouth and stifled his coughs, unwilling to interfere in the intimate moment the two shared.

**[Page Break]**

Jeremie clung on to Aelita's flailing form with his good arm, holding onto her with all his might and breathing words from a poem he had just made up in her ear. His red turtleneck was completely soaked in their sweat and blood.

The pink haired beauty quieted in his hold, the only sound she made being slow, ragged gasps for air and little cries of discomfort.

Her marvelous soft, grass green eyes that once held a sharpness to them were now dull, the light within them fading as their owner's life slipped from her grasp.

She coughed once, and dark blood mixed with her saliva dripped from her lips to her pink dress.

Icy blue eyes flickered over to it momentarily before returning its gaze to Aelita's eyes. Jeremie forced his battered body into a sitting position and cradled Aelita in his arms.

"Mommy?" she whispered, half conscious and half asleep, looking at the ceiling blankly.  
>"No, Aelita" Jeremie whispered back, lightly brushing aside a strand of pink hair that had fallen on her face. "It's me, Jeremie"<br>"Jerry Berry?" she murmured, turning her gaze back to him.  
>"Yeah" Jeremie laughed sadly, crystal tears blurring his vision and splattering on the cracked lenses of his glasses.<br>"Are we going to die?" she asked, her quiet voice making her sound like a child asking her mother the same question. There was no fear in her voice, however, only a hint of quiet resignation.

Jeremie remained silent and gently pulled his fingers through her blood matted hair, relishing the feel of the silky strands even if they were coated in blood for what might be the final time he would be able to do so. Aelita understood and wrapped her slender fingers around his arm, which was trembling and cold as death. Bringing his mouth close to her ears, he started to sing a song and she listened, slightly shivering as his warm breath tickled her ear.

_Our friendship sets us free, _  
><em>we sort of fell into the hole in each other's lives.<em>  
><em>Now were not thinking about tomorrow, <em>  
><em>having too much fun enjoying today<em>

_A thousand other boys could never reach you_  
><em>I'm lucky to have been one<em>  
><em>I saw my prison down below you<em>  
><em>and shatter like ice in the sun<em>  
><em>that was your word<em>

_Coming' down the world turned over_  
><em>And angels fall without you there<em>  
><em>And I go on as you get older<em>  
><em>But do you know you were the answer to my prayer?<em>

Aelita fought the urge to sleep even as her vision was fading to black again and her body took full account of her wounds, wishing to hold onto Jeremie for as long as the rest of her life allowed.

"Jeremie?" she whispered faintly, her voice cracking as she craned her neck to be closer to the one she loved.  
>"Yeah?"<br>"Thank you... for everything you've done for me"  
>"You're... welcome." Jeremie replied, taken aback. "You don't have to thank me though. We all pitched in to help, even if it cost us our lives in the end"<br>"XANA's... gone?"  
>"Yeah," Jeremie nodded slightly, taking one of Aelita's hands and rubbing it gently. "XANA's gone."<p>

The urge to sleep took hold again, and Aelita found herself in a losing battle. Her eyelids grew heavy as lead, and the Princess finally let them shut.

"Hey, Jer?"  
>"Hmm?"<br>"Can you… tell me a story?"

"Once upon a time, there was a little girl named Aelita"

Aelita gave a faint smile, snuggling closer to the blond haired boy and opening her eyes slightly as he recounted a tale familiar to the disabled princess. He told her of a sprite that was doomed to remain within the confines of the supercomputer, of the four humans that banded together with the sprite to fight against an all-powerful AI despite the odds and chance of death. He recounted how they had defeated XANA time after time, and how neither one of them was afraid to sacrifice themselves for the good of the world, taking on responsibilities as children that would daunt even the bravest of adults.

Waldo gazed upon the pair from the scanner, craning his neck to get a better view and wishing that his legs would cooperate with him just this once.

"Thank you, Jeremie" she mumbled, her words clearly forced as she strained her body. "...I'm cold"

He turned his head as best as he could and briefly looked at her. She was pale and shivering violently, goose bumps were well established on her clammy flesh.

'The poor thing,' Jeremie thought, frowning deeply. 'She's lost so much blood already.'

By now, Waldo was crawling towards them, fingers splayed across the unfeeling surface of metal flooring and fingernails digging into its tiny crevices as its owner struggled to reach the two. He quietly grunted as his body gave out once more, unused to the amount of work after decades of disuse. While on Lyoko, he could move his ethereal form with a single thought, though it had taken quite a bit of time and willpower to get used to and move a centimeter.

"Here," he offered, bringing her closer to him. "This should help"  
>"Thank you..." she whispered, her lips twitching into a thin smile even as pain wracked her body. She listened to his irregular heartbeat for a few moments, letting silence settle between them before breaking it with a quiet "Jeremie?"<br>"Hmm?"  
>"I know that… we're not going to make it through this time, so... good night"<br>"Good night, Aelita"  
>"Jeremie?" she spoke once more, although this time, her voice was so quiet that Jeremie had to strain his ears in order to hear her.<br>"Yes?"  
>"I love you... I've always had. ...I just wasn't-" she hacked, and more droplets of blood were expelled. "I just wasn't... strong... enough" she wheezed, clinging desperately to life with a stubbornness that could only stem from years of fighting a maniacal artificial intelligence.<p>

Stunned, but at the same time not surprised at her confession, Jeremie waited a few moments before he chose to respond.

"...I... love you too Aelita. I've never regretted finding you in the supercomputer on that fateful day"

Her breathing started to quicken as her lungs drowned in blood; her body desperate for Oxygen. She thrashed around in her death throes, shaking violently and bloody gurgles being emitted from her parted lips. Jeremie lay on the ground, holding her against his chest and resting his head on her shoulder, feeling the sharp, greedy talons of the cold grip of death closing in around them. His breaths were already starting to slow, his heart rate beating erratically and becoming more labored and fewer in between the precious minutes they had left.

With one final jerk, Aelita's body stiffened as she took her last breath and then relaxed abruptly, blood trickling freely from her mouth and her eyes starting to glaze over. Jeremie sighed as he too started feeling the ill effects of insufficient oxygen and closed his eyes, and lowered his head as he entered eternal rest with his best friend and lover.

Waldo felt tears start to build up, and he wept gently, glad that his thick shaded glasses prevented anybody else from seeing them, if anyone had chosen at that moment to look at an elderly man sobbing near two corpses. Grunting, he kicked his legs and clawed at the ground with great ferocity, drawing closer and closer to the two.

He gently rubbed his hand against Aelita's own, careful not to move it even a tenth of a centimeter from where she had placed it upon her death. Pearly tears rolled on his cheeks and fell two of the five people that deserved death the least for the courageous attitude and determination to prevent a menace from decimating the world.

He wept over their bodies for hours, ignoring the pangs of hunger, the dead weight of sleeplessness, and William's confused grunts as he came to.

**[Epilogue]**

William felt the cool breeze toy with his dark blue and black colored hair as he gazed into the horizon wistfully, taking in the sunlight. The surface under his feet cracked slightly under his weight, the growing crevices accompanied by soft crunching sounds.

It had been several days since the Lyoko Warriors had fallen into death's icy clutches, and a new day was just starting. When he had woken up, he was greeted by two corpses that lay before him, and a mysterious man solemnly staring at them without moving, as if he were hewn from rock. A return trip was later skillfully initiated by the mysterious man several minutes before the 24-hour deadline; nobody must know about the factory. Guilt's relentless attack on his mental state convinced him that it was all _his _fault, and that they would still be alive it if had not been for _that _day where he had been reckless on his first time on Lyoko and fallen prey to XANA.

How could he sleep? How could he even have _one _moment of rest, when he could see the dead, bloodied bodies of two people he had called friends.

Both a man and a woman had came up earlier, asking what was wrong, if they could help him with anything in any way in imploring voices, and if he would like anything to calm his troubled mind. William politely declined with a small shake of his head and watched them leave out of the corner of his eye, not moving from where he stood.

A memory; he was standing before Ulrich on Lyoko's Mountain Sector, both opponents armed. He felt his body move on its own accord, hands clasped tightly around the hilt of his massive blade and legs forcing him to run towards the German boy.

A feeling; remorse for actions and words he shot at the teenager while possessed, burned through his entire being like acid.

A vision; freedom.

He looked to where the woman had gone and waved to her. She didn't wave back; she was too focused with conversing with other men and women, though she sent a few worried glances in his direction now and then.

For some strange reason today, people woke up to find that some of their friends, family, and neighbors were reported deceased. A death toll of 1,526 people were reported, despite investigators unable to conclude why or how the majority of these formerly healthy individuals died; the only information that was certain was that all of them had died in their sleep.

People had spread rumors about the mysterious disappearance of five students on the same day. Though the group of five had something mysterious about them and they had the mysterious habit of disappearing from campus for a few hours, they usually reappeared either the next day or a few hours later. Principal Jean Pierre Delmas had thought they were kidnapped for either a ransom or for another obscene reason and had called every enforcement party short of the military.

Investigators flooded the school and bombarded staff and students alike relentlessly with the usual questions. William knew that the man- later to be revealed as Aelita's father- had removed their dead bodies from their dormitories with William's help. The teenager said nothing to the police and investigators alike, kept his head down, and everybody assumed he was grieving as well. He could not tell people of the factory. The secret must be kept hidden. The secret must die with him.

The old, grizzled man had retreated to his equally ancient house but came to the factory in the dead of night sometimes; gently weeping over his daughter's grave as well as the graves of the other Lyoko Warriors' bodies.

He never saw the old coot since two days ago, and the teenager suspected that he might have died of a broken heart. After all, he spent hours upon hours apologizing to unfeeling corpses and regretting that he had ever conceived XANA.

His lips twitched slightly upwards in what might have seemed like a smile, but William found himself unable to retain it.

It was fitting that they all had died in the place where they had called home- whether it was in the city where they sometimes ventured or the factory where they gathered to fight the ultimate evil- where they had found companionship with each other in a series of meetings as well as a dangerous secret they had to keep. Waldo might have called it home as well, seeing as the Hermitage held few memories for him and that he had usually spent more time working on the supercomputer.

But the factory wasn't his home, however. William Dunbar certainly never belonged there. He had no home.

The wind tugged at the back of his shirt, at the invisible broken wings he had. It whispered in his ear, and he imagined that it was telling him that it was the perfect time to do it.

He jumped.

William's mother screamed as she clung on to her husband tightly, turning her head away as her son leapt from Kadic's roof and hit the ground, never to rise again.

* * *

><p><strong>AN: <strong>Waldo created a world in 3,000+ days. Utterly destroy it in 1, and never look back.

Please excuse any small inconsistencies (if there are any). It's a rather large document, and I can't exactly keep track of everything. If deaths seemed to be rushed, it's because this chapter is already 17,500 words, and I'm tired of writing it.

Map of the factory was provided with Code: WIKI- it provided a decent outline of the factory's inside.

Every part's title is a name from the Left 4 Dead soundtrack (created by Mike Morasky. For example, pray for passing simply means that the survivors would rather die than become infected, almost similar with the Lyoko gang (except rather than becoming infected, it would them becoming XANA's puppets). The meaning of The Monsters Without has changed in this story, from the survivors reaching a safe room alive to the Lyoko Warriors dying in peace (or not) in the process of the world becoming completely free from XANA permanently. The other titles are pretty much self-explanatory, though.)

Quite frankly, the original ideas for this story did not involve the deaths of the Lyoko Warriors at XANA's hand (or William's suicide), but with this probably being the last CL fan fiction to be published in my archives, I felt that it needed to take on a darker tone. Perhaps it was that I was seeking closure, perhaps it was that I was getting quite bored that there were hardly any interesting stories on CL fan fiction anymore. On the other hand, it's my first time I kill off all Lyoko Warriors (Waldo probably dies of a broken heart, as I have mentioned in the story, making Aelita's sacrifice null and void), and I mention some Code: Ascension characters (I'm too lazy to start writing the new chapter, even though I'm way behind).

Grammar: Usually, I don't put apostrophe marks to denote the area of peoples' thoughts, unless there is more than one person in the scene/thinking. Perhaps it is grammatically incorrect, I'm not sure. I was not sure if I have to capitalize the region (Ice, Mountain, etc.) and 'Sector', but I did it anyway.

Contribution to Ulrich's involuntary manslaughter of Yumi and Jeremie's defeat of the second Kolossus were written by Beriothien Nenharma, with gratitude also being given to him for being my editor and beta-reader.

Special guest appearance provided by: Bill, Jonathan, Joseph, and Michelle of the 45th Regiment.

Jeremie's song (parody of "Black Balloon", by The Goo Goo Dolls) provided by Beriothien Nenharma.

On this day (November 10), the last 2 episodes of Code Lyoko's Season 4 aired in France in 2007.


End file.
